MAXLINEAR, INC — Director's Dealing 2017

Feb 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2017-02-01

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-01	Class B Common Stock (convertible into Class A Common Stock)	$	G	178979	Disposed		Class A Common Stock ($0.0001 par value) (178979)	Indirect
2017-02-01	Class B Common Stock (convertible into Class A Common Stock)	$	G	178979	Disposed		Class A Common Stock ($0.0001 par value) (178979)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	213700	Indirect

Footnotes

F1: On February 14, 2017, the Reporting Person transferred 213,700 directly owned shares of the Issuer's Class A Common Stock to 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.

F2: 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.

F3: Shares held directly by the Kishore V. Seendripu Annuity Trust dated 10/5/09, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F4: Shares held directly by the Rekha S. Seendripu Annuity Trust dated 10/5/09, a grantor retained annuity trust, for which the Reporting Person's spouse serves as trustee.