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: CRADDOCK STEVEN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-29	Class A Common Stock	C	53752	$0.00	Disposed	0	Direct
2017-03-29	Common Stock	C	53752	$0.00	Acquired	53752	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)	$9.10	J	20000	Disposed	2018-05-06	Class A Common Stock (20000)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.10	J	20000	Acquired	2018-05-06	Common Stock (20000)	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 remain unchanged, except that they now represent a right to receive one share of the Issuer's Common Stock.

F7: 38,770 options were originally granted on May 6, 2011. Subject to the Reporting Person's continuing as a Director (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the shares subject to the option vested and became exercisable on each anniversary of May 6, 2011, such that one hundred percent (100%) of the shares subject to the option were vested and exercisable on the third (3rd) anniversary of May 6, 2011.