MAXLINEAR, INC — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2016-03-01

Reporting Person: LING CURTIS (Director, Chief Technical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Class A Common Stock (par value $0.0001)	C	9103	—	Acquired	131067	Direct
2016-03-01	Class A Common Stock (par value $0.0001)	M	10000	$4.81	Acquired	141067	Direct
2016-03-01	Class A Common Stock (par value $0.0001)	M	12000	$5.64	Acquired	153067	Direct
2016-03-01	Class A Common Stock (par value $0.0001)	S	31103	$16.0204	Disposed	121964	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Employee Stock Option (right to buy)	$1.1613	M	9103	Disposed	2017-08-07	Class B Common Stock (convertible into Class A Common Stock) (9103)	Direct
2016-03-01	Class B Common Stock (convertible into Class A Common Stock)	$	M	9103	Acquired		Class A Common Stock ($0.0001 par value) (9103)	Direct
2016-03-01	Class B Common Stock (convertible into Class A Common Stock)	$	C	9103	Disposed		Class A Common Stock ($0.0001 par value) (9103)	Direct
2016-03-01	Employee Stock Option (right to buy)	$4.81	M	10000	Disposed	2019-05-10	Class A Common Stock ($0.0001 par value) (10000)	Direct
2016-03-01	Employee Stock Option (right to buy)	$5.64	M	12000	Disposed	2019-08-09	Class A Common Stock ($0.0001 par value) (12000)	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 December 2, 2015 in connection with the adoption of a Rule 10b5-1 trading plan.

F2: 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 December 2, 2015.

F3: Represents the weighted average share price of an aggregate total of 31,103 shares sold in the price range of $15.79 to $16.31 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.

F4: The shares subject to the option became fully vested and exercisable on August 7, 2011.

F5: Each share of Class B Common Stock is convertible into one share of Class A Common Stock, which is the 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.

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, twenty five percent (25%) of the shares subject to the option vested and became exercisable on May 10, 2013, and an additional twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on each successive anniversary thereafter, such that the option shall be fully vested and exercisable on May 10, 2016.

F7: 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 forty-eighth (1/48th) of the shares subject to the option shall vest and become exercisable on each one month anniversary of the vesting commencement date of August 9, 2012, such that the option shall be fully vested and exercisable on August 9, 2016.