MAXLINEAR, INC — Director's Dealing 2020

May 22, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2020-05-20

Reporting Person: LaChance Michael J. (Vice President, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-20	Common Stock	M	2018	—	Acquired	34866	Direct
2020-05-20	Common Stock	F	2018	$17.37	Disposed	32848	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-20	Restricted Stock Units	$	M	504	Disposed		Common Stock (504.0)	Direct
2020-05-20	Restricted Stock Units	$	M	756	Disposed		Common Stock (756.0)	Direct
2020-05-20	Restricted Stock Units	$	M	758	Disposed		Common Stock (758.0)	Direct

Footnotes

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

F2: Includes 1,247 shares of Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on May 15, 2020.

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 23,373 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.

F4: 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 35,021 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 shall be fully vested on May 20, 2022.

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, ten percent (10%) of the 21,949 RSUs subject to the award will vest on May 20, 2020; twenty percent (20%) of the RSUs subject to the award will vest on May 20, 2021; thirty percent (30%) of the RSUs subject to the award will vest on May 20, 2022; forty percent (40%) of the RSUs subject to the award will vest on May 20, 2023, such that the award shall be fully vested on May 20, 2023.