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: Torgerson William (VP/GM, Broadband Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-29	Class A Common Stock	C	70292	$0.00	Disposed	0	Direct
2017-03-29	Common Stock	C	70292	$0.00	Acquired	70292	Direct
2017-03-29	Class A Common Stock	C	500	$0.00	Disposed	0	Indirect
2017-03-29	Common Stock	C	500	$0.00	Acquired	500	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-29	Restricted Stock Units	$	J	6637	Disposed		Class A Common Stock (6637)	Direct
2017-03-29	Restricted Stock Units	$	J	6637	Acquired		Common Stock (6637)	Direct
2017-03-29	Restricted Stock Units	$	J	24750	Disposed		Class A Common Stock (24750)	Direct
2017-03-29	Restricted Stock Units	$	J	24750	Acquired		Common Stock (24750)	Direct
2017-03-29	Restricted Stock Units	$	J	32453	Disposed		Class A Common Stock (32453)	Direct
2017-03-29	Restricted Stock Units	$	J	32453	Acquired		Common Stock (32453)	Direct
2017-03-29	Restricted Stock Units	$	J	47824	Disposed		Class A Common Stock (47824)	Direct
2017-03-29	Restricted Stock Units	$	J	47824	Acquired		Common Stock (47824)	Direct
2017-03-29	Restricted Stock Units	$	J	26178	Disposed		Class A Common Stock (26178)	Direct
2017-03-29	Restricted Stock Units	$	J	26178	Acquired		Common Stock (26178)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.23	J	25051	Disposed	2021-06-02	Class A Common Stock (25051)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.23	J	25051	Acquired	2021-06-02	Common Stock (25051)	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: 21,237 RSUs were originally granted on June 2, 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, one-sixteenth (1/16th) of the 21,237 RSUs subject to the award vested on August 20, 2014, 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, 2018.

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

F6: 44,000 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 44,000 RSUs subject to the award vested on August 20, 2015, and an additional one-sixteenth 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: 47,204 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 47,204 RSUs subject to the award 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, ten percent (10%) of the 47,824 RSUs subject to the award shall vest on August 20, 2017; twenty percent (20%) of the RSUs subject to the award shall vest on August 20, 2018; thirty (30%) of the RSUs subject to the award shall vest on August 20, 2019; and forty (40%) of the RSUs subject to the award shall vest on August 20, 2020.

F9: 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 26,178 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.

F10: 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.

F11: 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 25,051 shares subject to the option vested and became exercisable on August 20, 2014, and an additional one-sixteenth (1/16th) of the shares subject to the option shall vest and become exercisable on each successive November 20, February 20, May 20, and August 20 thereafter, such that the award shall be fully vested and exercisable on May 20, 2018.