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: 2012-05-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-21	Class A Common Stock (par value $0.0001)	M	1375	$0.00	Acquired	26250	Direct
2012-05-21	Class A Common Stock (par value $0.0001)	F	1375	$4.13	Disposed	24875	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-21	Restricted Stock Units	$	M	1375	Disposed	2015-05-20	Class A Common Stock (par value $0.0001) (1375)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a 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 May 15, 2012.

F3: Subject to the Reporting Person's continuing to be a service provider through each applicable vesting date, twenty five percent (25%) of the 15,000 RSUs subject to the award shall vest on May 20, 2012, and twenty five (25%) of the RSUs subject to the award vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2015.