MAXLINEAR, INC — Director's Dealing 2017

May 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2017-05-24

Reporting Person: SCHROCK DONALD E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-25	Common Stock	M	21149	$9.10	Acquired	56635	Direct
2017-05-25	Common Stock	S	21149	$31.2281	Disposed	35486	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-24	Restricted Stock Units	$	A	4138	Acquired		Common Stock (4138)	Direct
2017-05-25	Stock Option (Right to Buy)	$9.10	M	21149	Disposed	2018-05-06	Common Stock (21149)	Direct

Footnotes

F1: Represents the weighted average share price of an aggregate total of 21,149 shares sold in the price range of $31.00 to $31.44 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: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.

F3: Subject to the Reporting Person's continuing as a Director (as defined in the 2010 Equity Incentive Plan) through such date, one hundred percent (100%) of the RSUs subject to the award will vest on the earlier to occur of May 1, 2018 or the date immediately preceding the 2018 annual meeting of stockholders.

F4: Subject to the Reporting Person's continuing as a Director (as defined in the 2010 Equity Incentive Plan) through such applicable vesting date, one hundred percent (100%) of the shares subject to the option vested and became exercisable on the day prior to the 2012 annual meeting of stockholders.