MAXLINEAR, INC — Director's Dealing 2021

May 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2021-05-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-25	Common Stock	M	21090	$9.23	Acquired	211596	Direct
2021-05-25	Common Stock	S	13204	$36.4496	Disposed	198392	Direct
2021-05-26	Common Stock	M	21090	$9.23	Acquired	219482	Direct
2021-05-26	Common Stock	S	13198	$36.6203	Disposed	206284	Direct
2021-05-27	Common Stock	M	21090	$9.23	Acquired	227374	Direct
2021-05-27	Common Stock	S	13056	$38.2259	Disposed	214318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-25	Stock Option (right to buy)	$9.23	M	21090	Disposed	2021-06-02	Common Stock (21090.0)	Direct
2021-05-26	Stock Option (right to buy)	$9.23	M	21090	Disposed	2021-06-02	Common Stock (21090.0)	Direct
2021-05-27	Stock Option (right to buy)	$9.23	M	21090	Disposed	2021-06-02	Common Stock (21090.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	551430	Indirect
Common Stock	410731	Indirect
Common Stock	410731	Indirect
Common Stock	344997	Indirect
Common Stock	344997	Indirect
Common Stock	394891	Indirect
Common Stock	394891	Indirect
Common Stock	396526	Indirect
Common Stock	396526	Indirect
Common Stock	18920	Indirect

Footnotes

F1: Represents the weighted average share price of an aggregate total of 13,204 shares sold in the price range of $36.18 to $36.69 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 13,198 shares sold in the price range of $36.347 to $36.84 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 13,056 shares sold in the price range of $38.065 to $38.375 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 2019 Annuity Trust dated May 6, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F6: 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.

F7: 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.

F8: 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.

F9: Shares held by the Kishore V. Seendripu 2020 Annuity Trust A dated June 1, 2020, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F10: Shares held by the Rekha S. Seendripu 2020 Annuity Trust A dated June 1, 2020, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F11: Shares held by the IKS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee.

F12: Shares held by the SS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee.

F13: 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.

F14: 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 105,437 shares subject to the option vested and became exercisable on August 20, 2014, and an additional one-sixteenth (1/16th) of the shares subject to the option shall vest and become exercisable on each successive November 20, February 20, May 20, and August 20 thereafter, such that the award shall be fully vested and exercisable on May 20, 2018.