MAXLINEAR, INC — Director's Dealing 2014

Sep 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2014-09-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-17	Class A Common Stock (par value $0.0001)	C	9510	—	Acquired	9510	Indirect
2014-09-17	Class A Common Stock (par value $0.0001)	S	9510	$7.517	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-17	Class B Common Stock (convertible into Class A Common Stock)	$	C	9510	Disposed		Class A Common Stock (par value $0.0001) (9510)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock (par value $0.0001)	128505	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 September 6, 2013 in connection with the adoption of a Rule 10b5-1 trading plan.

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.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 6, 2013. The Rule 10b5-1 trading plan is scheduled to terminate on November 18, 2014.

F4: Represents the weighted average share price of an aggregate total of 9,510 shares sold in the price range of $7.50 to $7.56 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.

F5: 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.