MAXLINEAR, INC — Director's Dealing 2016

May 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2016-05-17

Reporting Person: LaChance Michael J. (Vice President, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-17	Class A Common Stock (par value $0.0001)	M	15000	$5.45	Acquired	71396	Direct
2016-05-17	Class A Common Stock (par value $0.0001)	S	30000	$19.4544	Disposed	41396	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-17	Stock Option (Right to Buy)	$5.45	M	15000	Disposed	2018-11-04	Class A Common Stock (par value $0.0001) (15000)	Direct

Footnotes

F1: Represents the weighted average share price of an aggregate total of 30,000 shares sold in the price range of $19.43 to $19.52 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.

F2: Subject to the Reporting Person's continuing to be a service provider (as defined in the 2010 Equity Incentive Plan) through each such date, twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on the one (1) year anniversary of November 4, 2011, and one forty-eighth of the shares subject to the option shall vest each month thereafter, such that the option shall become fully vested and exercisable on the November 4, 2015.