Kishore Seendripu - Jan 8, 2024 Form 4 Insider Report for MAXLINEAR, INC (MXL)

Role
Chairman, President and CEO, Director, 10%+ Owner
Signature
/s/ Connie Kwong, as Attorney-in-Fact
Stock symbol
MXL
Transactions as of
Jan 8, 2024
Transactions value $
-$1,258,817
Form type
4
Date filed
1/10/2024, 09:01 PM
Previous filing
Nov 24, 2023
Next filing
Feb 6, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MXL Common Stock Award $0 +16.6K +2.75% $0.00 621K Jan 8, 2024 Direct F1
transaction MXL Common Stock Options Exercise $0 +47.3K +7.13% $0.00 711K Jan 8, 2024 Direct F2
transaction MXL Common Stock Tax liability -$1.26M -56.1K -7.89% $22.44 655K Jan 8, 2024 Direct
holding MXL Common Stock 909K Jan 8, 2024 See footnote F3
holding MXL Common Stock 104K Jan 8, 2024 See footnote F4
holding MXL Common Stock 104K Jan 8, 2024 See footnote F5
holding MXL Common Stock 286K Jan 8, 2024 See footnote F6
holding MXL Common Stock 286K Jan 8, 2024 See footnote F7
holding MXL Common Stock 183K Jan 8, 2024 See footnote F8
holding MXL Common Stock 18.9K Jan 8, 2024 See footnote F9
holding MXL Common Stock 448K Jan 8, 2024 See footnote F10, F11
holding MXL Common Stock 448K Jan 8, 2024 See footnote F10, F12
holding MXL Common Stock 296K Jan 8, 2024 See footnote F13
holding MXL Common Stock 296K Jan 8, 2024 See footnote F14
holding MXL Common Stock 101K Jan 8, 2024 See footnote F15
holding MXL Common Stock 101K Jan 8, 2024 See footnote F16
holding MXL Common Stock 296K Jan 8, 2024 See footnote F17
holding MXL Common Stock 296K Jan 8, 2024 See footnote F18

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 -47.3K -100% $0.00* 0 Jan 8, 2024 Common Stock 47.3K Direct F2, F19
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of the Company's Common Stock issued to the Reporting Person in connection with an annual bonus award. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. Grant amounts were determined based on the bonus award amount approved and the closing price of the Company's Common Stock in trading on the New York Stock Exchange on March 31, 2020. Reporting Person deferred delivery of shares of Common Stock issuable upon the annual bonus award on March 31, 2020. On January 8, 2024, 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 January 8, 2024.
F2 Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's Common Stock.
F3 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 serves as co-trustee.
F4 Shares held by the Kishore V. Seendripu 2022 Annuity Trust A, a grantor retained annuity trust for the benefit of the Reporting Person, for which the Reporting Person serves as trustee.
F5 Shares held by the Rekha S. Seendripu 2022 Annuity Trust A, a grantor retained annuity trust for the benefit of the Reporting Person, for which the Reporting Person serves as trustee.
F6 Shares held by the Kishore V. Seendripu 2022 Annuity Trust B, a grantor retained annuity trust for the benefit of the Reporting Person, 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 the benefit of the Reporting Person, 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 serves as an advisor.
F9 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.
F10 The previous amounts reported on the Reporting Person's Form 4 filed on November 24, 2023 inadvertently did not include 178,979 shares of the Company's Common Stock held by each of the Samira Seendripu Trust dtd 10/5/2009 and the Ishan Krishna Seendripu Trust dtd 10/5/09.
F11 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's sibling serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.
F12 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's sibling serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.
F13 Shares held by the Ishan Krishna Seendripu Trust #2 dtd 07/14/2023, a trust for the benefit of the Reporting Person's child, and of which the trustee is an independent entity. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.
F14 Shares held by the Samira Seendripu Trust #2 dtd 07/14/2023, a trust for the benefit of the Reporting Person's child, and of which the trustee is an independent entity. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.
F15 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.
F16 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.
F17 Shares held by the SS Heritage Trust #2 dtd 07/14/2023, a trust for the benefit of the Reporting Person's child, and of which the trustee is an independent entity. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.
F18 Shares held by the IKS Heritage Trust #2 dtd 07/14/2023, a trust for the benefit of the Reporting Person's child, and of which the trustee is an independent entity. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for Section 16 or any other purpose.
F19 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, one-fourth (1/4th) of the RSUs subject to the award shall vest on May 20, 2020, and one-fourth (1/4th) of the RSUs subject to the award shall vest on each May 20 thereafter, such that the award shall 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, 2020 and each May 20 thereafter. On January 8, 2024, 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 January 8, 2024.