MAXLINEAR, INC — Director's Dealing 2021

Feb 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2021-02-19

Reporting Person: Torgerson William (VP/GM, Broadband Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-19	Common Stock	M	25051	$9.23	Acquired	128920	Direct
2021-02-19	Common Stock	S	25051	$38.1035	Disposed	103869	Direct
2021-02-19	Common Stock	S	41926	$38.1135	Disposed	61943	Direct
2021-02-20	Common Stock	M	565	—	Acquired	63579	Direct
2021-02-20	Common Stock	F	565	$38.33	Disposed	63014	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-19	Stock Option (right to buy)	$9.23	M	25051	Disposed	2021-06-02	Common Stock (25051.0)	Direct
2021-02-20	Restricted Stock Units	$	M	565	Disposed		Common Stock (565.0)	Direct

Footnotes

F1: Represents the weighted average share price of an aggregate total of 25,051 shares sold in the price range of $38.00 to $38.35 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 41,926 shares sold in the price range of $38.00 to $38.35 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: Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.

F4: On February 20, 2021, the Reporting Person's RSUs vested. The RSUs were settled on February 22, 2021, the first business day following the vesting date. The closing price of the issuer's common stock on February 19, 2021 was the settlement price used to calculate the shares withheld.

F5: 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 25,051 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.

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 26,178 RSUs subject to the award shall vest on May 20, 2017, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each successive August 20, November 20, February 20 and May 20 thereafter, such that the award will be fully vested on February 20, 2021.