MAXLINEAR, INC — Director's Dealing 2014

Jun 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2014-06-13

Reporting Person: LING CURTIS (Director, Chief Technical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-13	Class A Common Stock (par value $0.0001)	C	5680	$0.00	Acquired	76332	Direct
2014-06-13	Class A Common Stock (par value $0.0001)	S	10476	$10.0306	Disposed	65856	Direct
2014-06-16	Class A Common Stock (par value $0.0001)	C	1820	$0.00	Acquired	67676	Direct
2014-06-16	Class A Common Stock (par value $0.0001)	S	1820	$10.0642	Disposed	65856	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-13	Class B Common Stock (convertible into Class A Common Stock)	$	C	5680	Disposed		Class A Common Stock (par value $0.0001) (5680)	Direct
2014-06-16	Class B Common Stock (convertible into Class A Common Stock)	$	C	1820	Disposed		Class A Common Stock (par value $0.0001) (1820)	Direct

Footnotes

F1: Reflects shares of Class B Common Stock converted into an equivalent number of shares of Class A Common Stock pursuant to a power of attorney granted by the Reporting Person on November 12, 2013 in connection with the adoption of a Rule 10b5-1 trading plan.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 12, 2013.

F3: Represents the weighted average share price of an aggregate total of 10,476 shares sold in the price range of $10.00 to $10.09 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 share of Class B Common Stock is convertible into one share of Class A Common Stock, which is publicly traded stock, upon certain transfers and at the option of the holder. 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.

F5: Represents the weighted average share price of an aggregate total of 1,820 shares sold in the price range of $10.00 to $10.12 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.