MAXLINEAR, INC — Director's Dealing 2011

Jan 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2011-01-04

Reporting Person: GRAHAM JOHN MALCOLM (Vice President, Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-04	Class A Common Stock ($0.0001 par value)	C	2518	—	Acquired	2518	Direct
2011-01-04	Class A Common Stock ($0.0001 par value)	S	2518	$11	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-04	Employee Stock Option (right to buy)	$1.4516	M	2518	Disposed	2018-10-02	Class B Common Stock ($0.0001 par value) (2518)	Direct
2011-01-04	Class B Common Stock (convertible into Class A Common Stock)	$	A	2518	Acquired		Class B Common Stock ($0.0001 par value) (2518)	Direct
2011-01-04	Class B Common Stock (convertible into Class A Common Stock)	$	C	2518	Disposed		Class A Common Stock ($0.0001 par value) (2518)	Direct

Footnotes

F1: Reflects shares of Class B common stock converted into an equivalent number of shares of Class A common stock pursuant to a power of attorney granted by the reporting person on June 7, 2010 in connection with the adoption of a Rule 10b5-1 trading plan.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 7, 2010.

F3: The shares are fully vested.

F4: 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.