MAXLINEAR, INC — Director's Dealing 2019

May 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2019-04-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-30	Common Stock	M	86110	$4.6917	Acquired	328936	Direct
2019-04-30	Common Stock	F	50263	$26.91	Disposed	278673	Direct
2019-05-01	Common Stock	M	226039	$8.191	Acquired	504712	Direct
2019-05-01	Common Stock	F	147139	$26.62	Disposed	357573	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-30	Stock Option (right to buy)	$4.6917	M	86110	Disposed	2019-07-28	Common Stock (86110.0)	Direct
2019-05-01	Stock Option (right to buy)	$8.191	M	226039	Disposed	2019-10-27	Common Stock (226039.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2044182	Indirect
Common Stock	870659	Indirect
Common Stock	870660	Indirect
Common Stock	18920	Indirect

Footnotes

F1: 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.

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.

F5: Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2004 Stock Plan) through each applicable vesting date, twenty five percent (25%) of the 86,110 shares subject to the option vested and became exercisable on May 10, 2010, and, 2.08% of the shares subject to the option vested and became exercisable at the end of each monthly period thereafter.

F6: Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2004 Stock Plan) through each applicable vesting date, ten percent (10%) of the 226,039 shares subject to the option vested and became exercisable on October 27, 2010, twenty percent (20%) of the shares subject to the option vested and became exercisable October 27, 2011, thirty percent (30%) of the shares subject to the option vested and became exercisable on October 27, 2012, and forty percent (40%) of the shares subject to option vested and became exercisable October 27, 2013.