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: SEENDRIPU KISHORE (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-29	Common Stock ($0.0001 par value)	J	18920	—	Disposed	0	Indirect
2010-03-29	Common Stock ($0.0001 par value)	J	2163116	—	Disposed	0	Indirect
2010-03-29	Common Stock ($0.0001 par value)	J	1065616	—	Disposed	0	Indirect
2010-03-29	Common Stock ($0.0001 par value)	J	1065616	—	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	18920	Acquired		Class A Common Stock ($0.0001 par value) (18920)	Indirect
2010-03-29	Class B Common Stock (convertible into Class A Common Stock)	$	J	2163116	Acquired		Class A Common Stock ($0.0001 par value) (2163116)	Indirect
2010-03-29	Class B Common Stock (convertible into Class A Common Stock)	$	J	1065616	Acquired		Class A Common Stock ($0.0001 par value) (1065616)	Indirect
2010-03-29	Class B Common Stock (convertible into Class A Common Stock)	$	J	1065616	Acquired		Class A Common Stock ($0.0001 par value) (1065616)	Indirect
2010-03-29	Employee Stock Option (right to buy)	$4.6916	J	86110	Disposed	2019-07-28	Common Stock (86110)	Direct
2010-03-29	Employee Stock Option (right to buy)	$8.1910	J	226039	Disposed	2019-10-27	Common Stock (226039)	Direct
2010-03-29	Employee Stock Option (right to buy)	$4.6916	J	86110	Acquired	2019-07-28	Class B Common Stock (86110)	Direct
2010-03-29	Employee Stock Option (right to buy)	$8.1910	J	226039	Acquired	2019-10-27	Class B Common Stock (226039)	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 Registrant's publicly traded stock registered under Section 12(b) of the Securities and Exchange Act of 1934, as amended, 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 the Seendripu Relatives Trust dated 10/5/09, a trust for the benefit of the Reporting Person's parents, siblings, and for which the Reporting Person serves as trustee.

F4: Shares held directly by the Seendripu Family Trust dated 10/5/09, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees.

F5: Shares held directly by the Kishore V. Seendripu Annuity Trust dated 10/5/09, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F6: Shares held directly by the Rekha S. Seendripu Annuity Trust dated 10/5/09, a grantor retained annuity trust, for which the Reporting Person's spouse serves as trustee.

F7: 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.

F8: 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 10, 2009, 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 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.