KISHORE SEENDRIPU - 03 Mar 2025 Form 4 Insider Report for MAXLINEAR, INC (MXL)

Signature
/s/ Connie Kwong, as Attorney-in-Fact
Issuer symbol
MXL
Transactions as of
03 Mar 2025
Net transactions value
-$1,295,856
Form type
4
Filing time
05 Mar 2025, 16:20:01 UTC
Previous filing
24 Feb 2025
Next filing
22 May 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MXL Common Stock Tax liability $61,335 -4,477 -0.64% $13.70 693,219 03 Mar 2025 Direct F1
transaction MXL Common Stock Options Exercise $0 +90,111 +12% $0.000000 857,028 03 Mar 2025 Direct F2
transaction MXL Common Stock Tax liability $1,234,521 -90,111 -11% $13.70 766,917 03 Mar 2025 Direct
holding MXL Common Stock 896,747 03 Mar 2025 See footnote F3
holding MXL Common Stock 300,000 03 Mar 2025 See footnote F4
holding MXL Common Stock 300,000 03 Mar 2025 See footnote F5
holding MXL Common Stock 182,893 03 Mar 2025 See footnote F6
holding MXL Common Stock 18,920 03 Mar 2025 See footnote F7
holding MXL Common Stock 448,413 03 Mar 2025 See footnote F8
holding MXL Common Stock 448,413 03 Mar 2025 See footnote F9
holding MXL Common Stock 295,727 03 Mar 2025 See footnote F10
holding MXL Common Stock 295,727 03 Mar 2025 See footnote F11
holding MXL Common Stock 295,727 03 Mar 2025 See footnote F12
holding MXL Common Stock 295,727 03 Mar 2025 See footnote F13
holding MXL Common Stock 250,799 03 Mar 2025 See footnote F14
holding MXL Common Stock 250,799 03 Mar 2025 See footnote F15

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 -13,494 -15% $0.000000 73,673 03 Mar 2025 Common Stock 13,494 Direct F2, F16
transaction MXL Restricted Stock Units Options Exercise $0 -76,617 -22% $0.000000 278,503 03 Mar 2025 Common Stock 76,617 Direct F2, F17
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person deferred delivery of shares of the Company's Common Stock awarded for the 2024 performance period under the Company's Executive Incentive Bonus Plan reported in the Form 4 filed February 24, 2025. On March 3, 2025, the deferred shares were settled and shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock in trading on the Nasdaq Global Select Market on March 3, 2025.
F2 Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. 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 and the Reporting Person's spouse serve as trustees. Includes 78,356 shares transferred from the Kishore V. Seendripu 2022 Annuity Trust B on March 3, 2025 and 78,356 shares transferred from the Rekha S. Seendripu 2022 Annuity Trust B on March 3, 2025.
F4 Shares held by the Kishore V. Seendripu 2024 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 2024 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 Seendripu Family Fund, a donor advised fund, for which the Reporting Person serves an advisor.
F7 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.
F8 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.
F9 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.
F10 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.
F11 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.
F12 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.
F13 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.
F14 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.
F15 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.
F16 Subject to the Reporting Person's continuous status as a Service Provider (as defined in the 2010 Equity Incentive Plan) on each applicable vesting date, twenty five percent (25%) of the 98,231 RSUs subject to the award vested on February 20, 2025, and twenty five percent (25%) of the RSUs subject to the award vest annually on each February 20 thereafter, such that the award will be fully vested on February 20, 2028. The Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2025. On March 3, 2025, 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 Nasdaq Global Select Market on March 3, 2025.
F17 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 417,754 RSUs subject to the award vested 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. The Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2025. On March 3, 2025, 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 Nasdaq Global Select Market on March 3, 2025.