MAXLINEAR, INC — Director's Dealing 2012

May 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2012-05-18

Reporting Person: LaChance Michael J. (Vice President, Operations)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-18	Stock Option (Right to Buy)	$8.66	D	60000	Disposed	2013-06-30	Class A Common Stock (par value $0.0001) (60000)	Direct
2012-05-18	Restricted Stock Units	$	A	30000	Acquired	2015-05-18	Class A Common Stock (par value $0.0001) (30000)	Direct

Footnotes

F1: The cancelled option provided for vesting as follows: Subject to the Reporting Person's continuining to be a service provider through each such date, twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on May 2, 2012, and one forty-eighth (1/48th) of the shares subject to the option shall vest and become exercisable each month thereafter, such that the option shall be fully vested and exercisable on the four (4) year anniversary of May 2, 2011.

F2: On May 18, 2012, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on May 6, 2011. In exchange for the option, the Reporting Person received 30,000 restricted stock units ("RSUs").

F3: Each RSU represents the contingent right to receive one share of MaxLinear, Inc. Class A Common Stock.

F4: Subject to the Reporting Person's continuing to be a service provider through each applicable vesting date, one third (1/3rd) of the RSUs shall vest on May 18, 2013, and one third (1/3rd) of the RSUs shall vest on each successive anniversary thereafter, such that the award shall be fully vested on May 18, 2015.