MAXLINEAR, INC — Director's Dealing 2017

Mar 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2017-03-29

Reporting Person: SCHROCK DONALD E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-29	Class A Common Stock	C	66252	$0.00	Disposed	0	Direct
2017-03-29	Common Stock	C	66252	$0.00	Acquired	66252	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-29	Restricted Stock Units	$	J	6217	Disposed		Class A Common Stock (6217)	Direct
2017-03-29	Restricted Stock Units	$	J	6217	Acquired		Common Stock (6217)	Direct
2017-03-29	Stock Option (Right to Buy)	$7.4478	J	34575	Disposed	2019-10-26	Class B Common Stock (34575)	Direct
2017-03-29	Stock Option (Right to Buy)	$7.4478	J	34575	Acquired	2019-10-26	Common Stock (34575)	Direct
2017-03-29	Stock Option (Right to Buy)	$14.00	J	10857	Disposed	2020-03-23	Class A Common Stock (10857)	Direct
2017-03-29	Stock Option (Right to Buy)	$14.00	J	10857	Acquired	2020-03-23	Common Stock (10857)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.10	J	21149	Disposed	2018-05-06	Class A Common Stock (21149)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.10	J	21149	Acquired	2018-05-06	Common Stock (21149)	Direct

Footnotes

F1: On March 29, 2017, each share of the Issuer's outstanding Class A Common Stock and Class B Common Stock automatically converted into one share of outstanding Common Stock pursuant to the Issuer's Amended and Restated Certificate of Incorporation.

F2: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

F3: In connection with the conversion described in footnote (1), outstanding RSUs denominated by Class A Common Stock issued under the Issuer's 2010 Equity Incentive Plan remain unchanged, except that they now represent a contingent right to receive one share of the Issuer's Common Stock.

F4: 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, 2017 or the date immediately preceding the 2017 annual meeting of stockholders.

F5: Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

F6: In connection with the conversion described in footnote (1), outstanding options denominated by Class A Common Stock issued under the Issuer's 2010 Equity Incentive Plan or denominated by Class B Common Stock issued under the Issuer's 2004 Stock Plan remain unchanged, except that they now represent a right to receive one share of the Issuer's Common Stock.

F7: 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 percent (25%) of the shares subject to the option vested and became exercisable on October 27, 2010, and 2.08% of the shares vested and became exercisable at the end of each monthly period thereafter.

F8: An incorrect expiration date of October 27, 2019 was reported in the Form 4 filed on March 30, 2010. The correct expiration date is October 26, 2019.

F9: Subject to the Reporting Person's continuing to be a Service Provider (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 March 23, 2011.

F10: 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.