MAXLINEAR, INC — Director's Dealing 2020

May 9, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2020-05-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-06	Common Stock	M	40000	$6.93	Acquired	77197	Direct
2020-05-06	Common Stock	S	25219	$16.209	Disposed	51978	Direct
2020-05-07	Common Stock	M	50000	$6.93	Acquired	101978	Direct
2020-05-07	Common Stock	S	32210	$16.1673	Disposed	69768	Direct
2020-05-08	Common Stock	M	24410	$6.93	Acquired	94178	Direct
2020-05-08	Common Stock	S	17328	$16.6471	Disposed	76850	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-06	Stock Option (right to buy)	$6.93	M	40000	Disposed	2020-05-14	Common Stock (40000.0)	Direct
2020-05-07	Stock Option (right to buy)	$6.93	M	50000	Disposed	2020-05-14	Common Stock (50000.0)	Direct
2020-05-08	Stock Option (right to buy)	$6.93	M	24410	Disposed	2020-05-14	Common Stock (24410.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	230002	Indirect
Common Stock	582064	Indirect
Common Stock	582064	Indirect
Common Stock	805622	Indirect
Common Stock	805622	Indirect
Common Stock	500000	Indirect
Common Stock	500000	Indirect
Common Stock	18920	Indirect

Footnotes

F1: Represents the weighted average share price of an aggregate total of 25,219 shares sold in the price range of $16.11 to $16.39 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.

F2: Represents the weighted average share price of an aggregate total of 32,210 shares sold in the price range of $16.05 to $16.29 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: Represents the weighted average share price of an aggregate total of 17,328 shares sold in the price range of $16.39 to $16.80 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.

F4: 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.

F5: Shares held by the Kishore V. Seendripu 2018 Annuity Trust dated May 12, 2018, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F6: Shares held by the Rekha S. Seendripu 2018 Annuity Trust dated May 12, 2018, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F7: Shares held by the Kishore V. Seendripu 2019 Annuity Trust dated May 6, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F8: Shares held by the Rekha S. Seendripu 2019 Annuity Trust dated May 6, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F9: Shares held by the Kishore V. Seendripu 2019-2 Annuity Trust dated November 9, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F10: Shares held by the Rekha S. Seendripu 2019-2 Annuity Trust dated November 9, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F11: 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.

F12: 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 186,440 shares subject to the option vested and became exercisable on May 14, 2014, and an additional twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on each successive anniversary thereafter, such that the option shall be fully vested and exercisable on May 14, 2017.