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MAXLINEAR, INC Director's Dealing 2017

May 24, 2017

31984_dirs_2017-05-24_ac76a190-819b-40e6-b722-3d74a3ac0d54.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-22 Common Stock M 6221 $0.00 Acquired 850907 Direct
2017-05-22 Common Stock F 6221 $31.73 Disposed 844686 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-22 Restricted Stock Units $ M 2630 Disposed Common Stock (2630) Direct
2017-05-22 Restricted Stock Units $ M 665 Disposed Common Stock (665) Direct
2017-05-22 Restricted Stock Units $ M 1268 Disposed Common Stock (1268) Direct
2017-05-22 Restricted Stock Units $ M 1066 Disposed Common Stock (1066) Direct
2017-05-22 Restricted Stock Units $ M 592 Disposed Common Stock (592) Direct

Footnotes

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

F2: Includes 762 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 28,000 RSUs subject to the award shall vest on May 20, 2014, and an additional twenty five percent (25%) of the RSUs subject to the award shall vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2017.

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 28,316 RSUs subject to the award shall vest on August 20, 2014, 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 shall be fully vested on May 20, 2018.

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 54,000 RSUs subject to the award shall vest on August 20, 2015, 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 shall be fully vested on May 20, 2019.

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, one-sixteenth (1/16th) of the 45,388 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.

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-sixteenth (1/16th) of the 25,243 RSUs subject to the award shall vest on May 20, 2017, and an additional one-sixteenth (1/16th) of the RSUs subject 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.