MAXLINEAR, INC — Director's Dealing 2015

May 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2015-05-26

Reporting Person: REDDY MADHUKAR (VP, Central Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-26	Class A Common Stock (par value $0.0001)	M	19426	$.2323	Acquired	152492	Direct
2015-05-26	Class A Common Stock (par value $0.0001)	S	19426	$9.6342	Disposed	133066	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-26	Employee Stock Option (right to buy)	$0.2323	M	19426	Disposed	2015-10-28	Class B Common Stock (par value $0.0001) (19426)	Direct

Footnotes

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

F2: Represents the weighted average share price of an aggregate total of 19,426 shares sold in the price range of $9.60 to $9.71 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.

F3: Shares subject to the option are fully vested and immediately exercisable.

F4: 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.