MAXLINEAR, INC — Director's Dealing 2011

May 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2011-05-06

Reporting Person: IMURA KIMIHIKO (VP, Semiconductor Tech & Ops)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-06	Restricted Stock Units	$	A	14000	Acquired	2015-05-20	Class A Common Stock (par value $0.0001) (14000)	Direct
2011-05-06	Stock Option (Right to Buy)	$9.10	A	28000	Acquired	2018-05-06	Class A Common Stock (par value $0.0001) (28000)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Class A Common Stock.

F2: Subject to the Reporting Person's continuing to be a service provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, twenty five percent (25%) of the RSUs subject to the award shall vest on May 20, 2012, and twenty five (25%) of the RSUs subject to the award vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2015.

F3: Ten percent (10%) of the shares subject to the option shall vest and become exercisable on the one (1) year anniversary of the date of grant, and, thereafter, twenty percent (20%) of the shares subject to the option shall vest and become exercisable on the two (2) year anniversary of the date of grant, thirty percent (30%) of the shares subject to the option shall vest and become exercisable on the three (3) year anniversary of the date of grant, and forty percent (40%) of the shares subject to the option shall vest and become exercisable on the four (4) year anniversary of the date of grant, such that the option shall be fully vested on the four (4) year anniversary of the date of grant, subject to the Reporting Person's continuing to be a service provider through each such date.