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: LING CURTIS (Director, Chief Technical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-29	Class A Common Stock	C	155850	$0.00	Disposed	0	Direct
2017-03-29	Common Stock	C	155850	$0.00	Acquired	155850	Direct
2017-03-29	Common Stock	C	677736	$0.00	Acquired	833586	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-29	Class B Common Stock	$	C	677736	Disposed		Common Stock (677736)	Direct
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	30375	Disposed		Class A Common Stock (30375)	Direct
2017-03-29	Restricted Stock Units	$	J	30375	Acquired		Common Stock (30375)	Direct
2017-03-29	Restricted Stock Units	$	J	31205	Disposed		Class A Common Stock (31205)	Direct
2017-03-29	Restricted Stock Units	$	J	31205	Acquired		Common Stock (31205)	Direct
2017-03-29	Restricted Stock Units	$	J	25243	Disposed		Class A Common Stock (25243)	Direct
2017-03-29	Restricted Stock Units	$	J	25243	Acquired		Common Stock (25243)	Direct
2017-03-29	Stock Option (Right to Buy)	$1.163	J	18033	Disposed	2017-08-07	Class B Common Stock (18033)	Direct
2017-03-29	Stock Option (Right to Buy)	$1.163	J	18033	Acquired	2017-08-07	Common Stock (18033)	Direct
2017-03-29	Stock Option (Right to Buy)	$7.4478	J	48437	Disposed	2019-10-27	Class B Common Stock (48437)	Direct
2017-03-29	Stock Option (Right to Buy)	$7.4478	J	48437	Acquired	2019-10-27	Common Stock (48437)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.10	J	32000	Disposed	2018-05-06	Class A Common Stock (32000)	Direct
2017-03-29	Stock Option (Right to Buy)	$9.10	J	32000	Acquired	2018-05-06	Common Stock (32000)	Direct
2017-03-29	Stock Option (Right to Buy)	$4.81	J	60000	Disposed	2019-05-10	Class A Common Stock (60000)	Direct
2017-03-29	Stock Option (Right to Buy)	$4.81	J	60000	Acquired	2019-05-10	Common Stock (60000)	Direct
2017-03-29	Stock Option (Right to Buy)	$5.64	J	76000	Disposed	2019-08-09	Class A Common Stock (76000)	Direct
2017-03-29	Stock Option (Right to Buy)	$5.64	J	76000	Acquired	2019-08-09	Common Stock (76000)	Direct
2017-03-29	Stock Option (Right to Buy)	$6.93	J	53986	Disposed	2020-05-14	Class A Common Stock (53986)	Direct
2017-03-29	Stock Option (Right to Buy)	$6.93	J	53986	Acquired	2020-05-14	Common Stock (53986)	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: 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: 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.

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

F6: 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 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.

F7: 54,000 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 54,000 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.

F8: 45,388 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 45,388 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.

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 25,243 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 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.

F11: 77,499 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 percent (25%) of the 77,499 shares subject to the option vested and became exercisable on August 7, 2008, and, 2.08% of the shares subject to the option vested and became exercisable at the end of each monthly period thereafter.

F12: 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 48,437 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.

F13: 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 32,000 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 fully vested and exercisable on May 6, 2015.

F14: 80,000 options were originally granted on May 10, 2012. 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.

F15: 100,000 options were originally granted on August 9, 2012. 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 100,000 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.

F16: 59,986 options 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 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.

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-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 and exercisable on May 20, 2018.