MAXLINEAR, INC — Director's Dealing 2020

Apr 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2020-03-31

Reporting Person: REDDY MADHUKAR (VP, Central Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-31	Common Stock	A	1216	—	Acquired	346359	Direct
2020-03-31	Common Stock	F	409	$11.67	Disposed	345950	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-31	Restricted Stock Units	$	A	38560	Acquired		Common Stock (38560.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30689	Indirect
Common Stock	30689	Indirect

Footnotes

F1: Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2019 fiscal year that were approved as part of the 2019 performance-based restricted stock award granted on May 20, 2019. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan.

F2: Shares held by Madhukar Reddy Cust Anavi Maram Reddy UTMA, for which the Reporting Person serves as custodian.

F3: Shares held by Madhukar Reddy Cust Arnav Maram Reddy UTMA, for which the Reporting Person serves as custodian.

F4: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.

F5: Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, ten percent (10%) of the 38,560 RSUs subject to the award shall vest on May 20, 2021; twenty percent (20%) of the RSUs subject to the award shall vest on May 20, 2022; thirty percent (30%) of the RSUs subject to the award shall vest on May 20, 2023; and forty percent (40%) of the RSUs subject to the award shall vest on May 20, 2024, such that all the RSUs subject to the award will then be fully vested.