MAXLINEAR, INC — Director's Dealing 2010

Mar 23, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2010-03-23

Reporting Person: WALSH BRENDAN (VP, Business Development)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock ($0.0001 par value)	309997	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$0.2322	2015-10-28	Common Stock (21527)		Direct
Employee Stock Option (right to buy)	$0.2322	2015-10-28	Common Stock (21527)		Direct
Employee Stock Option (right to buy)	$1.1613	2017-08-07	Common Stock (77499)		Direct
Employee Stock Option (right to buy)	$7.4478	2019-10-27	Common Stock (48437)		Direct

Footnotes

F1: Each share of Common Stock shall be automatically converted into one share of Class B Common Stock immediately prior to the closing of the Registrant's initial public offering March 29, 2010 and has no expiration date.

F2: Following the conversion of Common Stock into Class B Common Stock immediately prior to the closing of the Registrant's initial public offering on March 29, 2010, each share of Class B Common Stock will be convertible into one share of Class A Common Stock upon certain transfers and at the option of the holder. On the seventh anniversary of the closing of the Registrant's initial public offering (March 29, 2017), the Class B Common Stock and the Class A Common Stock will automatically convert into a single class of Common Stock.

F3: Shares subject to the option are fully vested and immediately exercisable.

F4: This stock option was granted on August 7, 2007 and vests over four years. Subject to the optionee's continuing to provide services, 25% of the shares subject to the option vested and became immediately exercisable one year after the grant date, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter.

F5: This stock option was granted on October 27, 2009 and vests over four years. Subject to optionee's continuing to provide services, 10% of the shares subject to the stock option vest and become exercisable one year after the grant date, 20% of the shares subject to the stock option vest and become exercisable on the second anniversary of the grant date, 30% of the shares subject to the stock option vest and become exercisable on the third anniversary of the grant date, and 40% of the shares subject to the shares subject to the stock option vest and become exercisable on the fourth anniversary of the grant date.