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: 2016-08-22

Reporting Person: Kwong Connie H. (Corporate Controller & PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-22	Class A Common Stock (par value $0.0001)	M	445	$0.00	Acquired	2454	Direct
2016-08-22	Class A Common Stock (par value $0.0001)	F	445	$18.37	Disposed	2009	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-22	Restricted Stock Units	$	M	211	Disposed		Class A Common Stock (par value $0.0001) (211)	Direct
2016-08-22	Restricted Stock Units	$	M	234	Disposed		Class A Common Stock (par value $0.0001) (234)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a 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 9,000 RSUs subject to the award will vest on May 20, 2016, and one-sixteenth (1/16th) of the 9,000 RSUs subject to the award will vest on each August 20, November 20, February 20 and May 20 thereafter, such that the award will be fully vested on May 20, 2019.

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 10,000 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.