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: LOUGHEED JAMES (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-31	Common Stock	A	810	—	Acquired	48101	Direct
2020-03-31	Common Stock	F	280	$11.67	Disposed	47821	Direct
2020-03-31	Common Stock	A	3404	—	Acquired	51225	Direct
2020-03-31	Common Stock	F	1177	$11.67	Disposed	50048	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-31	Restricted Stock Units	$	A	25706	Acquired		Common Stock (25706.0)	Direct

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: Represents shares of Common Stock issued to the Reporting Person in connection with an annual bonus award. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. Grant amounts were determined based on the bonus award amount approved and the closing price of the Company's Common Stock in trading on the New York Stock Exchange on March 31, 2020.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.

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, ten percent (10%) of the 25,706 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.