MAXLINEAR, INC — Director's Dealing 2013

May 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2013-05-20

Reporting Person: SEENDRIPU KISHORE (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-20	Class A Common Stock (par value $0.0001)	M	12213	$0.00	Acquired	75060	Direct
2013-05-20	Class A Common Stock (par value $0.0001)	F	12213	$6.78	Disposed	62847	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-20	Restricted Stock Units	$	M	2818	Disposed	2015-05-20	Class A Common Stock (par value $0.0001) (2818)	Direct
2013-05-20	Restricted Stock Units	$	M	9395	Disposed	2016-05-20	Class A Common Stock (par value $0.0001) (9395)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock (par value $0.0001)	41437	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Class A Common Stock.

F2: Shares held directly by the Seendripu Family Trust dated 10/5/09, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees. Reflects shares originally reflected as acquired on the Reporting Person's Form 4 dated September 6, 2011 but which were inadvertantly omitted as oustanding holdings on the Reporting Person's Forms 4 dated May 21, 2012 and May 3, 2013.

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 30,000 RSUs subject to the award shall vest on May 20, 2012, and twenty five percent (25%) of the 30,000 RSUs subject to the award vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2015.

F4: 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 100,000 RSUs subject to the award shall vest on May 20, 2013, and an additional twenty five percent (25%) of the 100,000 RSUs subject to the award shall vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2016.