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: REDDY MADHUKAR (VP, Central Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-29	Class A Common Stock	C	147796	$0.00	Disposed	0	Direct
2017-03-29	Common Stock	C	147796	$0.00	Acquired	147796	Direct
2017-03-29	Common Stock	C	37230	$0.00	Acquired	185026	Direct
2017-03-29	Common Stock	C	26569	$0.00	Acquired	26569	Indirect
2017-03-29	Common Stock	C	26569	$0.00	Acquired	26569	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-29	Class B Common Stock	$	C	37230	Disposed		Common Stock (37230)	Direct
2017-03-29	Class B Common Stock	$	C	26569	Disposed		Common Stock (26569)	Indirect
2017-03-29	Class B Common Stock	$	C	26569	Disposed		Common Stock (26569)	Indirect
2017-03-29	Restricted Stock Units	$	J	7000	Disposed		Class A Common Stock (7000)	Direct
2017-03-29	Restricted Stock Units	$	J	7000	Acquired		Common Stock (7000)	Direct
2017-03-29	Restricted Stock Units	$	J	8849	Disposed		Class A Common Stock (8849)	Direct
2017-03-29	Restricted Stock Units	$	J	8849	Acquired		Common Stock (8849)	Direct
2017-03-29	Restricted Stock Units	$	J	32063	Disposed		Class A Common Stock (32063)	Direct
2017-03-29	Restricted Stock Units	$	J	32063	Acquired		Common Stock (32063)	Direct
2017-03-29	Restricted Stock Units	$	J	34950	Disposed		Class A Common Stock (34950)	Direct
2017-03-29	Restricted Stock Units	$	J	34950	Acquired		Common Stock (34950)	Direct
2017-03-29	Restricted Stock Units	$	J	52606	Disposed		Class A Common Stock (52606)	Direct
2017-03-29	Restricted Stock Units	$	J	52606	Acquired		Common Stock (52606)	Direct
2017-03-29	Restricted Stock Units	$	J	29917	Disposed		Class A Common Stock (29917)	Direct
2017-03-29	Restricted Stock Units	$	J	29917	Acquired		Common Stock (29917)	Direct
2017-03-29	Stock Option (Right to Buy)	$1.1613	J	139998	Disposed	2017-08-07	Class B Common Stock (139998)	Direct
2017-03-29	Stock Option (Right to Buy)	$1.1613	J	139998	Acquired	2017-08-07	Common Stock (139998)	Direct
2017-03-29	Stock Option (Right to Buy)	$4.2581	J	21527	Disposed	2019-07-28	Class B Common Stock (21527)	Direct
2017-03-29	Stock Option (Right to Buy)	$4.2581	J	21527	Acquired	2019-07-28	Common Stock (21527)	Direct
2017-03-29	Stock Option (Right to Buy)	$4.81	J	80000	Disposed	2019-05-10	Class A Common Stock (80000)	Direct
2017-03-29	Stock Option (Right to Buy)	$4.81	J	80000	Acquired	2019-05-10	Common Stock (80000)	Direct
2017-03-29	Stock Option (Right to Buy)	$5.64	J	50000	Disposed	2019-08-09	Class A Common Stock (50000)	Direct
2017-03-29	Stock Option (Right to Buy)	$5.64	J	50000	Acquired	2019-08-09	Common Stock (50000)	Direct
2017-03-29	Stock Option (Right to Buy)	$6.93	J	59986	Disposed	2020-05-14	Class A Common Stock (59986)	Direct
2017-03-29	Stock Option (Right to Buy)	$6.93	J	59986	Acquired	2020-05-14	Common Stock (59986)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.23	J	33402	Disposed	2021-06-02	Class A Common Stock (33402)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.23	J	33402	Acquired	2021-06-02	Common Stock (33402)	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 Madhukar Reddy Cust Anavi Maram Reddy UTMA, for which the Reporting Person serves as custodian.

F3: Shares held by Madhukar Reddy Cust Arnav Maram Reddy UTMA, for which the Reporting Person serves as custodian.

F4: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

F5: 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.

F6: 28,000 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 28,000 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.

F7: Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

F8: 28,316 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 28,316 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.

F9: 57,000 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 57,000 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.

F10: 50,835 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 50,835 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.

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, ten percent (10%) of the 52,606 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.

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 29,917 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 shall 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: 154,998 options were originally granted on August 7, 2007. 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 (25%) of the 154,998 shares subject to the option vested and became exercisable on August 7, 2008, and 2.08% of the shares 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, twenty five (25%) of the 21,527 shares subject to the option vested and became exercisable on May 8, 2010, and 2.08% of the shares vested and became exercisable at the end of each monthly period thereafter.

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, twenty five percent (25%) of the 80,000 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.

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, one forty-eighth (1/48th) of the 50,000 shares subject to the option vested and became exercisable on each one month anniversary of the vesting commencement date, such that the option became fully vested and exercisable on August 9, 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 59,986 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 33,402 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 on May 20, 2018.