MAXLINEAR, INC — Director's Dealing 2012

Nov 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: REDDY MADHUKAR (VP, ICs and RF Systems Enginee)

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	764	$0.00	Acquired	11399	Direct
2012-11-21	Class A Common Stock (par value $0.0001)	F	764	$5.00	Disposed	10635	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-21	Restricted Stock Units	$	M	764	Disposed	2015-08-20	Class A Common Stock (par value $0.0001) (764)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents the contingent 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, one twelfth (1/12th) of the 25,000 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