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: LOUGHEED JAMES (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-03	Common Stock	S	67601	$40.4152	Disposed	52264	Direct
2023-02-03	Common Stock	S	45573	$41.1619	Disposed	6691	Direct
2023-02-03	Common Stock	S	2770	$41.875	Disposed	3921	Direct
2023-02-03	Common Stock	A	7517	—	Acquired	11438	Direct
2023-02-03	Common Stock	A	23136	—	Acquired	34574	Direct
2023-02-03	Common Stock	A	15423	—	Acquired	49997	Direct
2023-02-03	Common Stock	A	4693	—	Acquired	54690	Direct
2023-02-03	Common Stock	A	3128	—	Acquired	57818	Direct
2023-02-03	Common Stock	A	1456	—	Acquired	59274	Direct
2023-02-03	Common Stock	A	973	—	Acquired	60247	Direct

Footnotes

F1: Represents the weighted average share price of an aggregate total of 67,601 shares sold in the price range of $39.84 to $40.84 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F2: Represents the weighted average share price of an aggregate total of 45,573 shares sold in the price range of $40.845 to $41.84 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: Represents the weighted average share price of an aggregate total of 2,770 shares sold in the price range of $41.85 to $41.915 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F4: 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.

F5: 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.

F6: 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.

F7: 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.