MAXLINEAR, INC — Director's Dealing 2017

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2017-02-23

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	Class B Common Stock (convertible into Class A Common Stock)	$	G	1772350	Disposed		Class A Common Stock ($0.0001 par value) (1772350)	Indirect
2017-02-23	Class B Common Stock (convertible into Class A Common Stock)	$	G	1772350	Acquired		Class A Common Stock ($0.0001 par value) (1772350)	Indirect
2017-02-23	Class B Common Stock (convertible into Class A Common Stock)	$	G	1772351	Disposed		Class A Common Stock ($0.0001 par value) (1772351)	Indirect
2017-02-23	Class B Common Stock (convertible into Class A Common Stock)	$	G	1772351	Acquired		Class A Common Stock ($0.0001 par value) (1772351)	Indirect

Footnotes

F1: Each share of Class B Common Stock is convertible into one share of Class A Common Stock, which is the publicly traded stock, upon certain transfers and at the option of the holder. On the seventh anniversary of the closing of the Registrant's initial public offering (March 29, 2017), the Class B Common Stock and the Class A Common Stock will automatically convert into a single class of Common Stock.

F2: Represents a transfer of shares for no consideration from the Seendripu Family Trust dated 10/5/09, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees, to 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 Seendripu Family Trust dated 10/5/09, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees.

F4: 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.

F5: Represents a transfer of shares for no consideration from the Seendripu Family Trust dated 10/5/09, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees, to the Rekha S. Seendripu 2017 Annuity Trust dated February 17, 2017, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F6: 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.