MAXLINEAR, INC — Director's Dealing 2023

Feb 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR, INC (MXL)
CIK: 0001288469
Period of Report: 2023-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-03	Common Stock	A	27323	—	Acquired	35123	Direct
2023-02-03	Common Stock	A	231363	—	Acquired	266486	Direct
2023-02-03	Common Stock	A	154227	—	Acquired	420713	Direct
2023-02-03	Common Stock	A	39595	—	Acquired	460308	Direct
2023-02-03	Common Stock	A	26396	—	Acquired	486704	Direct
2023-02-03	Common Stock	A	10487	—	Acquired	497191	Direct
2023-02-03	Common Stock	A	7014	—	Acquired	504205	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	117340	Indirect
Common Stock	285552	Indirect
Common Stock	285552	Indirect
Common Stock	182893	Indirect
Common Stock	565161	Indirect
Common Stock	565161	Indirect
Common Stock	500000	Indirect
Common Stock	500000	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 2022 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 3, 2023. The Reporting Person has deferred settlement of the shares pursuant to a Restricted Stock Unit Election Form entered into by the Reporting Person on December 31, 2021 until the earliest of (i) the date of termination of the executive officer's service to the Company; or (ii) a qualifying change in control.

F2: Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2022 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. The Reporting Person has deferred settlement of the shares pursuant to a Restricted Stock Unit Election Form entered into by the Reporting Person on December 31, 2021 until the earliest of (i) the date of termination of the executive officer's service to the Company; or (ii) a qualifying change in control.

F3: Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2022 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. The Reporting Person has deferred settlement of the shares pursuant to a Restricted Stock Unit Election Form entered into by the Reporting Person on December 31, 2021 until the earliest of (i) the date of termination of the executive officer's service to the Company; or (ii) a qualifying change in control.

F4: Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2022 fiscal year that were approved as part of the 2022 performance-based restricted stock award granted on January 3, 2022. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. The Reporting Person has deferred settlement of the shares pursuant to a Restricted Stock Unit Election Form entered into by the Reporting Person on December 31, 2021 until the earliest of (i) the date of termination of the executive officer's service to the Company; or (ii) a qualifying change in control.

F5: 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.

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

F7: Shares held by the Rekha S. Seendripu 2022 Annuity Trust B, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F8: 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.

F9: 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.

F10: 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.

F11: Shares held by the Rekha S. Seendripu 2022 Annuity Trust A, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F12: Shares held by the Kishore V. Seendripu 2022 Annuity Trust A, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

F13: 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.

F14: 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.

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.