MAXLINEAR, INC — Director's Dealing 2018

Feb 27, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2018-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-23	Common Stock	A	12903	$0.00	Acquired	88080	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1879200	Indirect
Common Stock	1879201	Indirect
Common Stock	18920	Indirect

Footnotes

F1: Represents shares of Common Stock issued to the reporting person for the 2017 performance period under the Company's Executive Incentive Bonus Plan (the "Bonus Plan"). All shares will be issued pursuant to the Company's 2010 Equity Incentive Plan. Grant amounts were determined based on the award amount earned under the Bonus Plan and the closing price of the Company's Common Stock in trading on the New York Stock Exchange on February 23, 2018. Delivery of shares of Common Stock will occur on February 27, 2018. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) will be based on the closing price of the Company's Common Stock in trading on the New York Stock Exchange on February 27, 2018 and will be reported on a subsequently filed Form 4.

F2: 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.

F3: 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.

F4: Shares held by the Seendripu Relatives Trust dated 10/5/09, a trust for the benefit of the Reporting Person's parents and siblings, and for which the Reporting Person serves as trustee.