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MAXLINEAR, INC Director's Dealing 2019

Feb 26, 2019

31984_dirs_2019-02-26_5c772489-f6fb-4230-86d5-348ad72113e0.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: 2019-02-22

Reporting Person: WALSH BRENDAN (VP, Product Line Marketing)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2019-02-22 Common Stock M 2740 Acquired 179564 Direct
2019-02-22 Common Stock F 2740 $23.63 Disposed 176824 Direct
2019-02-22 Common Stock A 3136 Acquired 179960 Direct
2019-02-22 Common Stock F 1493 $23.63 Disposed 178467 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2019-02-22 Restricted Stock Units $ M 645 Disposed Common Stock (645.0) Direct
2019-02-22 Restricted Stock Units $ M 864 Disposed Common Stock (864.0) Direct
2019-02-22 Restricted Stock Units $ M 408 Disposed Common Stock (408.0) Direct
2019-02-22 Restricted Stock Units $ M 823 Disposed Common Stock (823.0) Direct

Footnotes

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

F2: Represents shares of Common Stock issued to the Reporting Person for the 2018 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 22, 2019.

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 20,000 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. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2019. On February 22, 2019, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is be based on the closing price of the Company's Common Stock in trading on the New York Stock Exchange on February 22, 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 25,417 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 will be fully vested on November 20, 2019. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2019. On February 22, 2019, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is be based on the closing price of the Company's Common Stock in trading on the New York Stock Exchange on February 22, 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 13,836 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 will be fully vested on February 20, 2021. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2019. On February 22, 2019, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is be based on the closing price of the Company's Common Stock in trading on the New York Stock Exchange on February 22, 2019.

F6: Subject to the Reporting Person 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 24,245 RSUs subject to the award shall vest on August 20, 2018, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each November 20, February 20, May 20, and August 20 thereafter, such that the award will be fully vested on May 20, 2022. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2019. On February 22, 2019, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is be based on the closing price of the Company's Common Stock in trading on the New York Stock Exchange on February 22, 2019.