Brendan Walsh - May 31, 2021 Form 4 Insider Report for MAXLINEAR INC (MXL)

Role: VP, Product Line Marketing
Signature: /s/ Connie Kwont, as Attorney-in-Fact
Stock symbol: MXL
Transactions as of: May 31, 2021
Transactions value $: -$255,570
Form type: 4
Date filed: 6/1/2021, 05:49 PM
Previous filing: Jun 2, 2021
Next filing: Jun 15, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MXL	Common Stock	Options Exercise	$0	+6.72K	+3.58%	$0.00	194K	May 31, 2021	Direct	F1
transaction	MXL	Common Stock	Tax liability	-$256K	-6.72K	-3.46%	$38.02	188K	May 31, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MXL	Restricted Stock Units	Options Exercise	$0	-802	-11.68%	$0.00	6.06K	May 31, 2021	Common Stock	802		Direct	F1, F2
transaction	MXL	Restricted Stock Units	Options Exercise	$0	-2.15K	-13.15%	$0.00	14.2K	May 31, 2021	Common Stock	2.15K		Direct	F1, F3
transaction	MXL	Restricted Stock Units	Options Exercise	$0	-2.41K	-13.27%	$0.00	15.8K	May 31, 2021	Common Stock	2.41K		Direct	F1, F4
transaction	MXL	Restricted Stock Units	Options Exercise	$0	-1.36K	-5.56%	$0.00	23.1K	May 31, 2021	Common Stock	1.36K		Direct	F1, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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, one-sixteenth (1/16th) of the 24,245 RSUs subject to the award will vest on August 20, 2018, and an additional one-sixteenth (1/16th) of the RSUs subject to the award will vest on each November 20, February 20, May 20, and August 20 thereafter, such that the award will be fully vested on May 20, 2022. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on May 20, 2021. On May 31, 2021, 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 the New York Stock Exchange on May 28, 2021.
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, ten percent (10%) of the 20,261 RSUs subject to the award will vest on May 20, 2020; twenty percent (20%) of the RSUs subject to the award will vest on May 20, 2021; thirty percent (30%) of the RSUs subject to the award will vest on May 20, 2022; forty percent (40%) of the RSUs subject to the award will vest on May 20, 2023, such that the award will be fully vested on May 20, 2023. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on May 20, 2021. On May 31, 2021, 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 the New York Stock Exchange on May 28, 2021.
F4	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, ten percent (10%) of the 25,706 RSUs subject to the award will vest on May 20, 2020; twenty percent (20%) of the RSUs subject to the award will vest on May 20, 2021; thirty percent (30%) of the RSUs subject to the award will vest on May 20, 2022; forty percent (40%) of the RSUs subject to the award will vest on May 20, 2023, such that the award will be fully vested on May 20, 2023. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on May 20, 2021. On May 31, 2021, 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 the New York Stock Exchange on May 28, 2021.
F5	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 25,706 RSUs subject to the award will vest on May 20, 2021; twenty percent (20%) of the RSUs subject to the award will vest on May 20, 2022; thirty percent (30%) of the RSUs subject to the award will vest on May 20, 2023; and forty percent (40%) of the RSUs subject to the award will vest on May 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 May 20, 2021. On May 31, 2021, 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 the New York Stock Exchange on May 28, 2021.