MAXLINEAR, INC — Director's Dealing 2012

Aug 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2012-08-09

Reporting Person: Spice Adam C. (VP, Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-09	Restricted Stock Units	$	A	20000	Acquired	2015-08-20	Class A Common Stock (par value $0.0001) (20000)	Direct
2012-08-09	Stock Option (Right to Buy)	$5.64	A	40000	Acquired	2019-08-09	Class A Common Stock (par value $0.0001) (40000)	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, one twelfth (1/12th) of the RSUs subject to the award shall vest on November 20, 2012, and one twelfth (1/12th) of the RSUs subject to the award shall vest on each February 20, May 20, August 20 and November 20 thereafter, such that the award shall be fully vested on August 20, 2015.

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, one forty-eighth (1/48th) of the shares subject to the option shall vest and become exercisable on each one month anniversary of the vesting commencement date, such that the option shall be fully vested and exercisable on August 9, 2016.