MAXLINEAR, INC — Director's Dealing 2017

Feb 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2017-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Class A Common Stock (par value $0.0001)	M	9191	$0.00	Acquired	30036	Direct
2017-02-21	Class A Common Stock (par value $0.0001)	F	9191	$27.03	Disposed	20845	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-21	Restricted Stock Units	$	M	2099	Disposed		Class A Common Stock (par value $0.0001) (2099)	Direct
2017-02-21	Restricted Stock Units	$	M	3170	Disposed		Class A Common Stock (par value $0.0001) (3170)	Direct
2017-02-21	Restricted Stock Units	$	M	3922	Disposed		Class A Common Stock (par value $0.0001) (3922)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock (par value $0.0001)	213700	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Class A Common Stock.

F2: 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.

F3: 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 shall vest 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.

F4: 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 shall vest 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.

F5: 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 shall vest 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.