MAXLINEAR, INC — Director's Dealing 2017

May 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2017-05-22

Reporting Person: McCarty Dana (Vice President, Global Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-22	Common Stock	M	1861	$0.00	Acquired	19743	Direct
2017-05-22	Common Stock	F	1861	$31.73	Disposed	17882	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-22	Restricted Stock Units	$	M	1023	Disposed		Common Stock (1023)	Direct
2017-05-22	Restricted Stock Units	$	M	421	Disposed		Common Stock (421)	Direct
2017-05-22	Restricted Stock Units	$	M	417	Disposed		Common Stock (417)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.

F2: Includes 1,036 shares of Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on May 15, 2017.

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, twenty-five percent (25%) of the 43,572 RSUs subject to the award shall vest on February 20, 2017, 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 February 20, 2020.

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, one-sixteenth (1/16th) of the 17,934 RSUs subject to the award shall vest on August 20, 2016 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 will be fully vested on May 20, 2020.

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 17,763 RSUs subject to the award shall vest on May 20, 2017, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each successive August 20, November 20, February 20 and May 20 thereafter, such that the award will be fully vested on February 20, 2021.