MAXLINEAR, INC — Director's Dealing 2022

Feb 8, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2022-02-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-04	Common Stock	A	17268	—	Acquired	234832	Direct
2022-02-07	Common Stock	F	9408	$60.38	Disposed	225424	Direct
2022-02-07	Common Stock	A	81044	—	Acquired	306468	Direct
2022-02-07	Common Stock	F	43739	$60.38	Disposed	262729	Direct
2022-02-07	Common Stock	A	54028	—	Acquired	316757	Direct
2022-02-07	Common Stock	F	29158	$60.38	Disposed	287599	Direct
2022-02-07	Common Stock	A	107972	—	Acquired	395571	Direct
2022-02-07	Common Stock	F	58272	$60.38	Disposed	337299	Direct
2022-02-07	Common Stock	A	71985	—	Acquired	409284	Direct
2022-02-07	Common Stock	F	38850	$60.38	Disposed	370434	Direct
2022-02-07	Common Stock	A	16969	—	Acquired	387403	Direct
2022-02-07	Common Stock	F	9158	$60.38	Disposed	378245	Direct
2022-02-07	Common Stock	A	11313	—	Acquired	389558	Direct
2022-02-07	Common Stock	F	6105	$60.38	Disposed	383453	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	492898	Indirect
Common Stock	410731	Indirect
Common Stock	410731	Indirect
Common Stock	344997	Indirect
Common Stock	344997	Indirect
Common Stock	303445	Indirect
Common Stock	303445	Indirect
Common Stock	396526	Indirect
Common Stock	396526	Indirect
Common Stock	18920	Indirect

Footnotes

F1: Represents shares of Common Stock issued to the Reporting Person for the 2021 performance period under the Company's Executive Incentive Bonus Plan (the "Bonus Plan"). All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. Grant amounts were determined based on the award amount earned under the Bonus Plan and the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 4, 2022.

F2: On February 7, 2022, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 7, 2022.

F3: Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2021 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. On February 7, 2022, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 7, 2022.

F4: Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2021 fiscal year that were approved as part of the 2020 performance-based restricted stock award granted on March 31, 2020. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. On February 7, 2022, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 7, 2022.

F5: Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2021 fiscal year that were approved as part of the 2021 performance-based restricted stock award granted on May 20, 2021. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. On February 7, 2022, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 7, 2022.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.