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: LaChance Michael J. (Vice President, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-23	Common Stock	A	3796	$0.00	Acquired	71757	Direct
2018-02-23	Common Stock	F	1312	$23.42	Disposed	70445	Direct
2018-02-26	Common Stock	M	25000	$4.81	Acquired	95445	Direct
2018-02-26	Common Stock	S	25000	$23.6283	Disposed	70445	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-26	Stock Option (Right to Buy)	$4.81	M	25000	Disposed	2019-05-10	Common Stock (25000)	Direct

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 were 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.

F2: Represents the weighted average share price of an aggregate total of 25,000 shares sold in the price range of $23.40 to $23.78 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

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, twenty five percent (25%) of the 50,000 shares subject to the option vested and became exercisable on May 10, 2013, and an additional twenty five percent (25%) of the shares subject to the option vested and became exercisable on each successive anniversary thereafter, such that the option became fully vested and exercisable on May 10, 2016.