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MAXLINEAR, INC Director's Dealing 2014

May 21, 2014

31984_dirs_2014-05-21_233f98bf-5045-4f23-9f6c-cdd28219c580.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2014-05-08

Reporting Person: Torgerson William (Vice President, Global Sales)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-08 Class A Common Stock (par value $0.0001) L 500 $8.58 Acquired 500 Indirect
2014-05-20 Class A Common Stock (par value $0.0001) M 1410 $0.00 Acquired 20961 Direct
2014-05-20 Class A Common Stock (par value $0.0001) F 1410 $8.32 Disposed 19551 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-05-20 Restricted Stock Units $ M 1410 Disposed 2016-11-20 Class A Common Stock (par value $0.0001) (1410) Direct

Footnotes

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

F2: 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 60,000 RSUs subject to the award will vest on November 20, 2013, and one-sixteenth (1/16th) of the RSUs subject to the award will vest on each February 20, May 20, August 20 and November 20 thereafter, such that the award will be fully vested on November 20, 2016.