MAXLINEAR, INC — Director's Dealing 2017

May 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2017-05-17

Reporting Person: REDDY MADHUKAR (VP, Central Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-17	Common Stock	M	2019	$1.1613	Acquired	187838	Direct
2017-05-17	Common Stock	S	2019	$31.5305	Disposed	185819	Direct
2017-05-19	Common Stock	M	25000	$1.1613	Acquired	210819	Direct
2017-05-19	Common Stock	S	25000	$31.1078	Disposed	185819	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-17	Stock Option (Right to Buy)	$1.1613	M	2019	Disposed	2017-08-07	Common Stock (2019)	Direct
2017-05-19	Stock Option (Right to Buy)	$1.1613	M	25000	Disposed	2017-08-07	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26569	Indirect
Common Stock	26569	Indirect

Footnotes

F1: Includes 793 shares of Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on May 15, 2017.

F2: Represents the weighted average share price of an aggregate total of 2,019 shares sold in the price range of $31.50 to $31.59 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.

F3: Represents the weighted average share price of an aggregate total of 25,000 shares sold in the price range of $30.99 to $31.24 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: Shares held by Madhukar Reddy Cust Anavi Maram Reddy UTMA, for which the Reporting Person serves as custodian.

F5: Shares held by Madhukar Reddy Cust Arnav Maram Reddy UTMA, for which the Reporting Person serves as custodian.

F6: Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2004 Stock Plan) through each applicable vesting date, twenty five (25%) of the 154,998 shares subject to the option vested and became exercisable on August 7, 2008, and 2.08% of the shares vested and became exercisable at the end of each monthly period thereafter.