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MAXLINEAR, INC Director's Dealing 2012

Nov 21, 2012

31984_dirs_2012-11-21_581e1b94-82fa-4560-9791-9720bc18ecd9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2012-11-21

Reporting Person: Sprague Brian (VP & GM, Broadband & Consumer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-11-21 Class A Common Stock (par value $0.0001) M 1576 $0.00 Acquired 16340 Direct
2012-11-21 Class A Common Stock (par value $0.0001) F 1576 $5.00 Disposed 14764 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-11-21 Restricted Stock Units $ M 1576 Disposed 2015-08-20 Class A Common Stock (par value $0.0001) (1576) Direct

Footnotes

F1: Each RSU represents a contigent right to receive one share of MaxLinear, Inc. Class A Common Stock.

F2: Includes 2,500 shares of Class A Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on November 15, 2012.

F3: 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 68,750 RSUs subject to the award shall vest on August 20, 2012, and one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each of November 20, February 20, May 20, and August 20 thereafter, such that the award shall be fully vested on August 20, 2015.