MAXLINEAR, INC — Director's Dealing 2014

Aug 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2014-08-20

Reporting Person: REDDY MADHUKAR (VP, Central Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-20	Class A Common Stock (par value $0.0001)	M	1700	$.2323	Acquired	90351	Direct
2014-08-20	Class A Common Stock (par value $0.0001)	S	1700	$9.7958	Disposed	88651	Direct
2014-08-20	Class A Common Stock (par value $0.0001)	M	1447	$0.00	Acquired	92504	Direct
2014-08-20	Class A Common Stock (par value $0.0001)	F	1447	$9.83	Disposed	91057	Direct
2014-08-21	Class A Common Stock (par value $0.0001)	M	1700	$.2323	Acquired	92757	Direct
2014-08-21	Class A Common Stock (par value $0.0001)	S	1700	$9.7385	Disposed	91057	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-20	Employee Stock Option (right to buy)	$0.2323	M	1700	Disposed	2015-10-28	Class B Common Stock (par value $0.0001) (1700)	Direct
2014-08-20	Restricted Stock Units	$	M	783	Disposed	2015-08-20	Class A Common Stock (par value $0.0001) (783)	Direct
2014-08-20	Restricted Stock Units	$	M	664	Disposed	2018-05-20	Class A Common Stock (par value $0.0001) (664)	Direct
2014-08-21	Employee Stock Option (right to buy)	$0.2323	M	1700	Disposed	2015-10-28	Class B Common Stock (par value $0.0001) (1700)	Direct

Footnotes

F1: Reflects shares of Class B Common Stock converted into an equivalent number of shares of Class A Common Stock.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 28, 2014.

F3: Represents the weighted average share price of an aggregate total of 1,700 shares sold in the price range of $9.735 to $9.84 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F4: Each restricted stock unit ("RSU") represents the contingent right to receive one share of MaxLinear, Inc. Class A Common Stock.

F5: Shares subject to the option are fully vested and immediately exercisable.

F6: Each share of Class B Common Stock is convertible into one share of Class A Common Stock upon certain transfers and at the option of the Reporting Person. On the seventh anniversary of the closing of the Registrant's initial public offering (March 29, 2017), the Class B Common Stock and the Class A Common Stock will automatically convert into a single class of Common Stock.

F7: 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 25,000 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.

F8: 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-sixteenth (1/16th) of the 28,136 RSUs subject to the award shall vest on August 20, 2014, and an additional one-sixteenth of the RSUs subject to the award shall vest on each successive November 20, February 20, May 20, and August 20 thereafter, such that the award shall be fully vested on May 20, 2018.

F9: Represents the weighted average share price of an aggregate total of 1,700 shares sold in the price range of $9.695 to $9.77 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.