MAXLINEAR, INC — Director's Dealing 2010

Mar 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2010-03-29

Reporting Person: REDDY MADHUKAR (VP, ICs and RF Systems Enginee)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-29	Common Stock ($0.0001 par value)	J	77430	—	Disposed	0	Direct
2010-03-29	Common Stock ($0.0001 par value)	J	3969	—	Disposed	0	Indirect
2010-03-29	Common Stock ($0.0001 par value)	J	3969	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-29	Class B Common Stock (convertible into Class A Common Stock)	$	J	77430	Acquired		Class A Common Stock ($0.0001 par value) (77430)	Direct
2010-03-29	Class B Common Stock (convertible into Class A Common Stock)	$	J	3969	Acquired		Class A Common Stock ($0.0001 par value) (3969)	Indirect
2010-03-29	Class B Common Stock (convertible into Class A Common Stock)	$	J	3969	Acquired		Class A Common Stock ($0.0001 par value) (3969)	Indirect
2010-03-29	Employee Stock Option (right to buy)	$0.2322	J	39826	Disposed	2015-10-28	Common Stock (39826)	Direct
2010-03-29	Employee Stock Option (right to buy)	$0.3483	J	43054	Disposed	2016-07-06	Common Stock (43054)	Direct
2010-03-29	Employee Stock Option (right to buy)	$1.1613	J	154998	Disposed	2017-08-07	Common Stock (154998)	Direct
2010-03-29	Employee Stock Option (right to buy)	$4.2581	J	21527	Disposed	2019-07-28	Common Stock (21527)	Direct
2010-03-29	Employee Stock Option (right to buy)	$7.4478	J	80728	Disposed	2019-10-27	Common Stock (80728)	Direct
2010-03-29	Employee Stock Option (right to buy)	$0.2322	J	39826	Acquired	2015-10-28	Class B Common Stock (39826)	Direct
2010-03-29	Employee Stock Option (right to buy)	$0.3483	J	43054	Acquired	2016-07-06	Class B Common Stock (43054)	Direct
2010-03-29	Employee Stock Option (right to buy)	$1.1613	J	154998	Acquired	2017-08-07	Class B Common Stock (154998)	Direct
2010-03-29	Employee Stock Option (right to buy)	$4.2581	J	21527	Acquired	2019-07-28	Class B Common Stock (21527)	Direct
2010-03-29	Employee Stock Option (right to buy)	$7.4478	J	80728	Acquired	2019-10-27	Class B Common Stock (80728)	Direct

Footnotes

F1: Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock ($0.0001 par value) automatically converted into one share of Class B Common Stock ($0.0001 par value) immediately prior to the closing of the Registrant's initial public offering on March 29, 2010.

F2: Each share of Class B Common Stock is convertible into one share of Class A Common Stock, which is the publicly traded 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 held directly by Anavi Reddy UTMA of CA DG 07188-DD, a trust for the benefit of the Reporting Person's children, for which the Reporting Person serves as custodian. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F4: Shares held directly by Arnav Reddy UTMA of CA DG 07187-DD, a trust for the benefit of the Reporting Person's children, for which the Reporting Person serves as custodian. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F5: Pursuant to a reclassification exempt under Rule 16b-7, each employee stock option to purchase one share of Common Stock ($0.0001 par value) automatically converted into an option to purchase one share of Class B Common Stock ($0.0001 par value) immediately prior to the closing of the Registrant's initial public offering on March 29, 2010.

F6: Shares subject to the option are fully vested and immediately exercisable.

F7: This stock option was granted on July 6, 2006 and vests over four years. Subject to the optionee's continuing to provide services, 2.08% of the shares vest at the end of each monthly period after July 1, 2006.

F8: 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 vest and became immediately exercisable one year after grant, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter.

F9: This stock option was granted on July 28, 2009 and vests over four years. Subject to the optionee's continuing to provide services, 25% of the shares subject to the option vest and become exercisable one year after May 8, 2009, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter.

F10: 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.