MAXLINEAR, INC — Director's Dealing 2015

Aug 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2015-08-20

Reporting Person: WALSH BRENDAN (VP, Product Line Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-20	Class A Common Stock (par value $0.0001)	M	458	$0.00	Acquired	185748	Direct
2015-08-20	Class A Common Stock (par value $0.0001)	F	458	$9.95	Disposed	185290	Direct
2015-08-20	Class A Common Stock (par value $0.0001)	A	6022	$0.00	Acquired	191312	Direct
2015-08-20	Class A Common Stock (par value $0.0001)	F	2248	$9.95	Disposed	189064	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-20	Restricted Stock Units	$	M	458	Disposed	2019-05-20	Class A Common Stock (par value $0.0001) (458)	Direct

Footnotes

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

F2: Represents shares of Class A Common Stock issued to the reporting person for the January 1, 2015 to June 30, 2015 performance period under the Company's Executive Incentive Bonus Plan (the "Bonus Plan"). All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. Grant amounts were determined based on the award amount earned under the Bonus Plan and the closing price of the Company's Class A Common Stock in trading on the New York Stock Exchange on August 20, 2015.

F3: 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 20,000 RSUs subject to the award shall vest on August 20, 2015, 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, 2019.