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MAXLINEAR, INC Director's Dealing 2019

May 23, 2019

31984_dirs_2019-05-22_ff3f529d-ce2f-4c13-aecb-15f783d61504.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2019-05-20

Reporting Person: Torgerson William (VP/GM, Broadband Group)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2019-05-20 Common Stock M 2535 Acquired 116691 Direct
2019-05-20 Common Stock F 2535 $22.21 Disposed 114156 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2019-05-20 Restricted Stock Units $ A 23638 Acquired Common Stock (23638.0) Direct
2019-05-20 Restricted Stock Units $ M 950 Disposed Common Stock (950.0) Direct
2019-05-20 Restricted Stock Units $ M 1020 Disposed Common Stock (1020.0) Direct
2019-05-20 Restricted Stock Units $ M 565 Disposed Common Stock (565.0) Direct

Footnotes

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

F2: 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, ten percent (10%) of the RSUs subject to the award shall vest on May 20, 2020; twenty percent (20%) of the RSUs subject to the award shall vest on May 20, 2021; thirty percent (30%) of the RSUs subject to the award shall vest on May 20, 2022; forty percent (40%) of the RSUs subject to the award shall vest on May 20, 2023, such that the award shall be fully vested on May 20, 2023.

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 44,000 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.

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 47,204 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 shall be fully vested on November 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 26,178 RSUs subject to the award shall vest on May 20, 2017, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each successive August 20, November 20, February 20 and May 20 thereafter, such that the award shall be fully vested on February 20, 2021.