MAXLINEAR, INC — Director's Dealing 2017

May 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2015-05-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-15	Common Stock	M	15000	$5.45	Acquired	84734	Direct
2017-05-15	Common Stock	S	15000	$31.0585	Disposed	69734	Direct
2017-05-15	Common Stock	S	25000	$31.1602	Disposed	44734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-15	Stock Option (Right to Buy)	$5.45	M	15000	Disposed	2018-11-04	Common Stock (15000)	Direct

Footnotes

F1: Represents the weighted average share price of an aggregate total of 15,000 shares sold in the price range of $31.03 to $31.07 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: Represents the weighted average share price of an aggregate total of 25,000 shares sold in the price range of $31.11 to $31.205 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: 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 30,000 shares subject to the option vested and became exercisable on November 4, 2012, and one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable each month thereafter, such that the option became fully vested and exercisable on the November 4, 2015.