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: SEENDRIPU KISHORE (Director, President and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-29	Class A Common Stock	C	106850	$0.00	Disposed	0	Indirect
2017-03-29	Common Stock	C	106850	$0.00	Acquired	106850	Indirect
2017-03-29	Common Stock	C	1772350	$0.00	Acquired	1879200	Indirect
2017-03-29	Class A Common Stock	C	106850	$0.00	Disposed	0	Indirect
2017-03-29	Common Stock	C	106850	$0.00	Acquired	106850	Indirect
2017-03-29	Common Stock	C	1772351	$0.00	Acquired	1879201	Indirect
2017-03-29	Common Stock	C	18920	$0.00	Acquired	18920	Indirect
2017-03-29	Class A Common Stock	C	20845	$0.00	Disposed	0	Direct
2017-03-29	Common Stock	C	20845	$0.00	Acquired	20845	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-29	Class B Common Stock	$	C	1772350	Disposed		Common Stock (1772350)	Indirect
2017-03-29	Class B Common Stock	$	C	1772351	Disposed		Common Stock (1772351)	Indirect
2017-03-29	Class B Common Stock	$	C	18920	Disposed		Common Stock (18920)	Indirect
2017-03-29	Restricted Stock Units	$	J	21756	Disposed		Class A Common Stock (21756)	Direct
2017-03-29	Restricted Stock Units	$	J	21756	Acquired		Common Stock (21756)	Direct
2017-03-29	Restricted Stock Units	$	J	27932	Disposed		Class A Common Stock (27932)	Direct
2017-03-29	Restricted Stock Units	$	J	27932	Acquired		Common Stock (27932)	Direct
2017-03-29	Restricted Stock Units	$	J	75938	Disposed		Class A Common Stock (75938)	Direct
2017-03-29	Restricted Stock Units	$	J	75938	Acquired		Common Stock (75938)	Direct
2017-03-29	Restricted Stock Units	$	J	114833	Disposed		Class A Common Stock (114833)	Direct
2017-03-29	Restricted Stock Units	$	J	114833	Acquired		Common Stock (114833)	Direct
2017-03-29	Restricted Stock Units	$	J	93492	Disposed		Class A Common Stock (93492)	Direct
2017-03-29	Restricted Stock Units	$	J	93492	Acquired		Common Stock (93492)	Direct
2017-03-29	Stock Option (Right to Buy)	$4.6917	J	86110	Disposed	2019-07-28	Class B Common Stock (86110)	Direct
2017-03-29	Stock Option (Right to Buy)	$4.6917	J	86110	Acquired	2019-07-28	Common Stock (86110)	Direct
2017-03-29	Stock Option (Right to Buy)	$8.191	J	226039	Disposed	2019-10-27	Class B Common Stock (226039)	Direct
2017-03-29	Stock Option (Right to Buy)	$8.191	J	226039	Acquired	2019-10-27	Common Stock (226039)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.10	J	60000	Disposed	2018-05-06	Class A Common Stock (60000)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.10	J	60000	Acquired	2018-05-06	Common Stock (60000)	Direct
2017-03-29	Stock Option (Right to Buy)	$4.81	J	200000	Disposed	2019-05-10	Class A Common Stock (200000)	Direct
2017-03-29	Stock Option (Right to Buy)	$4.81	J	200000	Acquired	2019-05-10	Common Stock (200000)	Direct
2017-03-29	Stock Option (Right to Buy)	$6.93	J	186440	Disposed	2020-05-14	Class A Common Stock (186440)	Direct
2017-03-29	Stock Option (Right to Buy)	$6.93	J	186440	Acquired	2020-05-14	Common Stock (186400)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.23	J	105437	Disposed	2021-06-02	Class A Common Stock (105437)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.23	J	105437	Acquired	2021-06-02	Common Stock (105437)	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: Shares held by the Kishore V. Seendripu 2017 Annuity Trust dated February 17, 2017, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F3: Shares held by the Rekha S. Seendripu 2017 Annuity Trust dated February 17, 2017, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F4: Shares held by the Seendripu Relatives Trust dated 10/5/09, a trust for the benefit of the Reporting Person's parents and siblings, and for which the Reporting Person serves as trustee.

F5: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

F6: 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.

F7: 87,025 RSUs were originally granted on May 14, 2013. 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 87,025 RSUs subject to the award vested on May 20, 2014, and an additional twenty five percent (25%) of the RSUs subject to the award shall vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2017.

F8: Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

F9: 89,382 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 89,382 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.

F10: 135,000 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 135,000 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.

F11: 167,029 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 167,029 RSUs subject to the award vested on February 20, 2016, and an additional one-sixteenth (1/16th) of the RSUs subject to the award 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.

F12: 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 93,492 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.

F13: 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.

F14: 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 86,110 shares subject to the option vested and became exercisable on May 10, 2010, and, 2.08% of the shares subject to the option vested and became exercisable at the end of each monthly period thereafter.

F15: Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2004 Stock Plan) through each applicable vesting date, ten percent (10%) of the 226,039 shares subject to the option vested and became exercisable on October 27, 2010, twenty percent (20%) of the shares subject to the option vested and became exercisable October 27, 2011, thirty percent (30%) of the shares subject to the option vested and became exercisable on October 27, 2012, and forty percent (40%) of the shares subject to option vested and became exercisable October 27, 2013.

F16: 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 60,000 shares subject to the option vested and became exercisable May 6, 2012, and, thereafter, twenty percent (20%) of the shares subject to the option vested and became exercisable on May 6, 2013, thirty percent (30%) of the shares subject to the option vested and became exercisable on the May 6, 2014, and forty percent (40%) of the shares subject to the option vested and became exercisable May 6, 2015, such that the option became be fully vested and exercisable on May 6, 2015.

F17: 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 200,000 shares subject to the option vested and became exercisable on May 10, 2013, and an additional twenty five percent (25%) of the shares subject to the option vested and became exercisable on each successive anniversary thereafter, such that the option became fully vested and exercisable on May 10, 2016.

F18: 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 186,440 shares subject to the option vested and became exercisable on May 14, 2014, and an additional twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on each successive anniversary thereafter, such that the option shall be fully vested and exercisable on May 14, 2017.

F19: 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 105,437 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.