MAXLINEAR, INC — Director's Dealing 2021

May 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2021-05-20

Reporting Person: LING CURTIS (Chief Technical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-20	Common Stock	M	5142	—	Acquired	1005822	Direct
2021-05-20	Common Stock	F	5142	$35.80	Disposed	1000680	Direct
2021-05-21	Common Stock	S	9502	$36.10	Disposed	991178	Direct
2021-05-21	Common Stock	M	14152	$9.23	Acquired	1005330	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-20	Restricted Stock Units	$	M	1251	Disposed		Common Stock (1251.0)	Direct
2021-05-20	Restricted Stock Units	$	M	2511	Disposed		Common Stock (2511.0)	Direct
2021-05-20	Restricted Stock Units	$	M	1380	Disposed		Common Stock (1380.0)	Direct
2021-05-21	Stock Option (right to buy)	$9.23	M	14152	Disposed	2021-06-02	Common Stock (14152.0)	Direct

Footnotes

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

F2: Includes 613 shares of Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on May 17, 2021.

F3: 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 40,409 RSUs subject to the award will vest on August 20, 2018, and an additional one-sixteenth (1/16th) of the RSUs subject to the award will vest on each November 20, February 20, May 20, and August 20 thereafter, such that the award will be fully vested on May 20, 2022.

F4: 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 25,326 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 will be fully vested on May 20, 2023.

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 27,849 RSUs subject to the award will vest on May 20, 2021; twenty percent (20%) of the RSUs subject to the award will vest on May 20, 2022; thirty percent (30%) of the RSUs subject to the award will vest on May 20, 2023; and forty percent (40%) of the RSUs subject to the award will vest on May 20, 2024, such that all the RSUs subject to the award will then be fully vested.

F6: 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 33,402 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 will vest and become exercisable on each successive November 20, February 20, May 20, and August 20 thereafter, such that the award will be fully vested and exercisable on May 20, 2018.