Michelle Marie Sayer - 20 Feb 2024 Form 4 Insider Report for MAXLINEAR, INC (MXL)

Signature
/s/ Connie Kwong, as Attorney-in-Fact
Issuer symbol
MXL
Transactions as of
20 Feb 2024
Net transactions value
-$28,227
Form type
4
Filing time
22 Feb 2024, 21:32:40 UTC
Previous filing
06 Feb 2024
Next filing
29 May 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MXL Common Stock Award $0 +2,450 +27% $0.000000 11,441 20 Feb 2024 Direct F1
transaction MXL Common Stock Tax liability $19,227 -1,004 -8.8% $19.15 10,437 20 Feb 2024 Direct
transaction MXL Common Stock Options Exercise $0 +470 +4.2% $0.000000 11,585 20 Feb 2024 Direct F2
transaction MXL Common Stock Tax liability $9,000 -470 -4.1% $19.15 11,115 20 Feb 2024 Direct

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 -470 -12% $0.000000 3,444 20 Feb 2024 Common Stock 470 Direct F2, F3
transaction MXL Restricted Stock Units Award $0 +28,720 $0.000000 28,720 22 Feb 2024 Common Stock 28,720 Direct F2, F4
transaction MXL Stock Option (right to buy) Award $0 +64,620 $0.000000 64,620 22 Feb 2024 Common Stock 64,620 $18.76 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Common Stock issued to the Reporting Person for the 2023 performance period under the Company's Executive Incentive Bonus Plan (the "Bonus Plan"). All shares were issued pursuant to the Company's Amended and Restated 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 20, 2024.
F2 Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.
F3 Subject to the Reporting Person continuing to be a Service Provider (as defined in the Company's Amended and Restated 2010 Equity Incentive Plan) through each applicable vesting date, twenty five percent (25%) of the 4,592 RSUs subject to the award will vest on February 20, 2024, and twenty five percent (25%) of the RSUs subject to the award will vest annually on each February 20 thereafter, such that the award will be fully vested on February 20, 2027.
F4 Subject to the Reporting Person continuing to be a Service Provider (as defined in the Company's Amended and Restated 2010 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the RSUs subject to the award will vest on February 20, 2025, and one-third (1/3rd) of the RSUs subject to the award will vest annually on each February 20 thereafter, such that the award will be fully vested on February 20, 2027.
F5 Subject to the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2010 Equity Incentive Plan) on each applicable vesting date, ten percent (10%) of the shares subject to the option will vest on February 20, 2025; twenty percent (20%) of the shares subject to the option will vest on February 20, 2026; thirty percent (30%) of the shares subject to the option will vest on February 20, 2027; and forty percent (40%) of the shares subject to the option will vest on February 20, 2028, such that all the shares subject to the option will then be fully vested.

Remarks:

General Counsel and Chief Compliance Officer