MAXLINEAR, INC — Director's Dealing 2016

Aug 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2016-08-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-19	Class A Common Stock (par value $0.0001)	S	12500	$18.0417	Disposed	162210	Direct
2016-08-22	Class A Common Stock (par value $0.0001)	M	2569	$0.00	Acquired	169051	Direct
2016-08-22	Class A Common Stock (par value $0.0001)	F	2569	$18.37	Disposed	166482	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-22	Restricted Stock Units	$	M	1504	Disposed		Class A Common Stock (par value $0.0001) (1504)	Direct
2016-08-22	Restricted Stock Units	$	M	469	Disposed		Class A Common Stock (par value $0.0001) (469)	Direct
2016-08-22	Restricted Stock Units	$	M	596	Disposed		Class A Common Stock (par value $0.0001) (596)	Direct

Footnotes

F1: The sale of shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on September 4, 2015.

F2: Represents the weighted average share price of an aggregate total of 12,500 shares sold in the price range of $17.85 to $18.22 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: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Class A Common Stock.

F4: 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 64,049 RSUs subject to the award shall vest on November 20, 2015, and one-sixteenth (1/16th) of the 64,049 RSUs shall vest on each successive February 20, May 20, August 20, and November 20 thereafter, such that the award will be fully vested on November 20, 2018.

F5: 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 (1/16th) 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.

F6: 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 25,417 RSUs subject to the award shall vest on February 20, 2016, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each successive May 20, August 20, November 20, and February 20 thereafter, such that the award will be fully vested on November 20, 2019.