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: WALSH BRENDAN (VP, Product Line Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-29	Class A Common Stock	C	166023	$0.00	Disposed	0	Direct
2017-03-29	Common Stock	C	166023	$0.00	Acquired	166023	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-29	Restricted Stock Units	$	J	28021	Disposed		Class A Common Stock (28021)	Direct
2017-03-29	Restricted Stock Units	$	J	28021	Acquired		Common Stock (28021)	Direct
2017-03-29	Restricted Stock Units	$	J	11250	Disposed		Class A Common Stock (11250)	Direct
2017-03-29	Restricted Stock Units	$	J	11250	Acquired		Common Stock (11250)	Direct
2017-03-29	Restricted Stock Units	$	J	17475	Disposed		Class A Common Stock (17475)	Direct
2017-03-29	Restricted Stock Units	$	J	17475	Acquired		Common Stock (17475)	Direct
2017-03-29	Restricted Stock Units	$	J	13836	Disposed		Class A Common Stock (13836)	Direct
2017-03-29	Restricted Stock Units	$	J	13836	Acquired		Common Stock (13836)	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: 64,049 RSUs were originally granted on November 4, 2014. 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 64,049 RSUs subject to the award vested on November 20, 2015, and one-sixteenth (1/16th) of the RSUs subject to the award will vest on each successive February 20, May 20, August 20, and November 20 thereafter, such that the award will be fully vested on November 20, 2018.

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

F6: 20,000 RSUs were originally granted on May 19, 2015. 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 20,000 RSUs subject to the award vested 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.

F7: 25,417 RSUs were originally granted on February 11, 2016. 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 41,757 RSUs vested on February 20, 2016, and one-sixteenth (1/16th) of the RSUs 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.

F8: 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 13,836 RSUs subject to the award shall vest on May 20, 2017, and one-sixteenth (1/16th) of the RSUs subject shall vest on each August 20, November 20, February 20 and May 20 thereafter, such that the award will be fully vested on February 20, 2021.