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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-18	Stock Option (Right to Buy)	$11.36	D	275000	Disposed	2021-02-14	Class A Common Stock (par value $0.0001) (275000)	Direct
2012-05-18	Restricted Stock Units	$	A	137500	Acquired	2015-05-18	Class A Common Stock (par value $0.0001) (137500)	Direct
2012-05-18	Stock Option (Right to Buy)	$9.10	D	30000	Disposed	2018-05-06	Class A Common Stock (par value $0.0001) (30000)	Direct
2012-05-18	Restricted Stock Units	$	A	15000	Acquired	2015-05-18	Class A Common Stock (par value $0.0001) (15000)	Direct

Footnotes

F1: The cancelled option provided for vesting as follows: Twenty five percent (25%) of the shares subject to this option will vest and become exercisable on the one year anniversary of January 4, 2011, and the remaining shares will vest ratably in equal monthly installments over the thirty six (36) months thereafter, as long as the reporting person remains a service provider on each such date.

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 137,500 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.

F5: The cancelled option provided for vesting as follows: Ten percent (10%) of the shares subject to the option shall vest and become exercisable on the one (1) year anniversary of May 6, 2011, 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.

F6: 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 15,000 RSUs.