MAXLINEAR, INC — Director's Dealing 2023

Jul 12, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR, INC (MXL)
CIK: 0001288469
Period of Report: 2023-07-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-10	Common Stock	M	86850	—	Acquired	686265	Direct
2023-07-10	Common Stock	F	86850	$31.43	Disposed	599415	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-10	Restricted Stock Units	$	M	86850	Disposed		Common Stock (86850)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	909242	Indirect
Common Stock	104049	Indirect
Common Stock	104049	Indirect
Common Stock	285552	Indirect
Common Stock	285552	Indirect
Common Stock	182893	Indirect
Common Stock	565161	Indirect
Common Stock	565161	Indirect
Common Stock	396526	Indirect
Common Stock	396526	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 2022 Annuity Trust B, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F6: Shares held by the Rekha S. Seendripu 2022 Annuity Trust B, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F7: Shares held by The Seendripu Family Fund, a donor advised fund, for which the Reporting Person and the Reporting Person's spouse serve as advisors.

F8: 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.

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 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.

F11: Shares held by the SS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, for which the Reporting Person, the Reporting Person's spouse the Reporting Person's sister-in-law serve as co-trustees.

F12: 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.

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, the restricted stock units ("RSUs") subject to the award vested as follows: one-sixteenth (1/16th) of the RSUs vested on August 20, 2018, and one-sixteenth (1/16th) of the RSUs vested on each November 20, February 20, May 20, and August 20 thereafter, such that the award was fully vested on May 20, 2022. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs. On July 10, 2023, 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) is based on the closing price of the Company's Common Stock in trading on NASDAQ on July 10, 2023.