MAXLINEAR, INC — Director's Dealing 2022

May 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2022-05-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-20	Common Stock	M	14516	—	Acquired	412731	Direct
2022-05-20	Common Stock	F	14516	$38.45	Disposed	398215	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-20	Restricted Stock Units	$	M	10621	Disposed		Common Stock (10621.0)	Direct
2022-05-20	Restricted Stock Units	$	M	3895	Disposed		Common Stock (3895.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	195494	Indirect
Common Stock	500000	Indirect
Common Stock	500000	Indirect
Common Stock	303445	Indirect
Common Stock	303445	Indirect
Common Stock	396526	Indirect
Common Stock	396526	Indirect
Common Stock	404430	Indirect
Common Stock	404430	Indirect
Common Stock	18920	Indirect

Footnotes

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

F2: 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.

F3: Shares held by the Kishore V. Seendripu 2022 Annuity Trust A, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F4: Shares held by the Rekha S. Seendripu 2022 Annuity Trust A, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: Shares held by the Ishan Krishna Seendripu Trust dtd 10/5/09, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee.

F10: Shares held by the Samira Seendripu Trust dtd 10/5/2009, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee.

F11: 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.

F12: 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-fourth (1/4th) of the 85,689 RSUs subject to the award will vest on May 20, 2021, and one fourth (1/4th) of the RSUs subject to the award will vest on each May 20, thereafter, such that the award will be fully vested on May 20, 2024.

F13: 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-fourth (1/4th) of the 31,424 RSUs will vest on May 20, 2022, and one-fourth (1/4th) of the RSUs subject to the award will vest on each May 20 thereafter, such that the award will be fully vested on May 20, 2025.