MAXLINEAR, INC — Director's Dealing 2023

Aug 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR, INC (MXL)
CIK: 0001288469
Period of Report: 2023-08-21

Reporting Person: Kwong Connie H. (Corporate Controller & PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-21	Common Stock	M	1903	—	Acquired	44749	Direct
2023-08-21	Common Stock	F	1903	$22.73	Disposed	42846	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-21	Restricted Stock Units	$	M	860	Disposed		Common Stock (860)	Direct
2023-08-21	Restricted Stock Units	$	M	1043	Disposed		Common Stock (1043)	Direct

Footnotes

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

F2: 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 5,845 RSUs subject to the award shall vest on August 20, 2021; twenty percent (20%) of the RSUs subject to the award shall vest on August 20, 2022; thirty percent (30%) of the RSUs subject to the award shall vest on August 20, 2023; and forty percent (40%) of the RSUs subject to the award shall vest on August 20, 2024, such that all the RSUs subject to the award will then be fully vested. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on August 20, 2023. On August 21, 2023, the deferred shares of Common Stock were delivered to the Reporting Person. The closing price of the Issuer's Common Stock on August 21, 2023 was the settlement price used to calculate the shares withheld.

F3: 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, twenty five percent (25%) of the 8,506 RSUs subject to the award will vest on August 20, 2023, and twenty five percent (25%) of the RSUs subject to the award will vest annually on each August 20 thereafter, such that the award will be fully vested on August 20, 2026. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on August 20, 2023. On August 21, 2023, the deferred shares of Common Stock were delivered to the Reporting Person. The closing price of the Issuer's Common Stock on August 21, 2023 was the settlement price used to calculate the shares withheld.