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: Kwong Connie H. (Corporate Controller & PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-29	Class A Common Stock	C	1724	$0.00	Disposed	0	Direct
2017-03-29	Common Stock	C	1724	$0.00	Acquired	1724	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-29	Restricted Stock Units	$	J	5063	Disposed		Class A Common Stock (5063)	Direct
2017-03-29	Restricted Stock Units	$	J	5063	Acquired		Common Stock (5063)	Direct
2017-03-29	Restricted Stock Units	$	J	6875	Disposed		Class A Common Stock (6875)	Direct
2017-03-29	Restricted Stock Units	$	J	6875	Acquired		Common Stock (6875)	Direct
2017-03-29	Restricted Stock Units	$	J	8000	Disposed		Class A Common Stock (8000)	Direct
2017-03-29	Restricted Stock Units	$	J	8000	Acquired		Common Stock (8000)	Direct
2017-03-29	Restricted Stock Units	$	J	3739	Disposed		Class A Common Stock (3739)	Direct
2017-03-29	Restricted Stock Units	$	J	3739	Acquired		Common Stock (3739)	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: 9,000 RSUs were originally granted on March 16, 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, twenty-five percent (25%) of the 9,000 RSUs subject to the award vested on May 20, 2016, and one-sixteenth (1/16th) of the 9,000 RSUs subject to the award shall vest on each August 20, November 20, February 20 and May 20 thereafter, such that the award will be fully vested on May 20, 2019.

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

F6: 10,000 RSUs were originally granted on February 10, 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 10,000 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.

F7: 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 8,000 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.

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 3,739 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.