rrd242264_273699.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BKbix+bO/7NafGSf0ojFyNNrmKtDnXmC+aywcPPuJBVF3GeHYoihOJFO5j01Yvho qotyk2OYlvZze246SNLDBw== 0001181431-10-017847.txt : 20100323 0001181431-10-017847.hdr.sgml : 20100323 20100323160525 ACCESSION NUMBER: 0001181431-10-017847 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100323 FILED AS OF DATE: 20100323 DATE AS OF CHANGE: 20100323 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KASTNER MICHAEL CENTRAL INDEX KEY: 0001481337 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34666 FILM NUMBER: 10699427 MAIL ADDRESS: STREET 1: 2051 PALOMAR AIRPORT RD STREET 2: SUITE 100 CITY: CARLSBAD STATE: CA ZIP: 92011 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MAXLINEAR INC CENTRAL INDEX KEY: 0001288469 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 2051 PALOMAR AIRPORT ROAD STREET 2: SUITE 100 CITY: CARLSBAD STATE: CA ZIP: 92011 BUSINESS PHONE: 760-710-3060 MAIL ADDRESS: STREET 1: 2051 PALOMAR AIRPORT ROAD STREET 2: SUITE 100 CITY: CARLSBAD STATE: CA ZIP: 92011 3 1 rrd270515.xml KASTNER INITIAL FORM 3 X0203 3 2010-03-23 0 0001288469 MAXLINEAR INC MXL 0001481337 KASTNER MICHAEL 2051 PALOMAR AIRPORT ROAD SUITE 100 CARLSBAD CA 92011 0 1 0 0 Vice President, Sales Employee Stock Option (right to buy) 1.4516 2018-10-01 Common Stock 217471 D Employee Stock Option (right to buy) 1.4516 2008-10-01 2018-10-01 Common Stock 8610 D This stock option was granted on October 1, 2008 and vests over four years. Subject to the optionee's continuing to provide services, 25% of the shares subject to the option vested and became immediately exercisable one year after September 23, 2008, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter. Each share of Common Stock shall be automatically converted into one share of Class B Common Stock immediately prior to the closing of the Registrant's initial public offering on March 29, 2010 and has no expiration date. Following the conversion of Common Stock into Class B Common Stock immediately prior to the closing of the Registrant's initial public offering on March 29, 2010, each share of Class B Common Stock will be convertible into one share of Class A Common Stock upon certain transfers and at the option of the holder. On the seventh anniversary of the closing of the Registrant's initial public offering (March 29, 2017), the Class B Common Stock and the Class A Common Stock will automatically convert into a single class of Common Stock. This stock option was granted on October 1, 2008 and vests over four years. Subject to the Reporting Person's continuing to provide services, 25% of the shares subject to the option vested and became immediately exercisable one year after September 25, 2008 and 2.08% vest and become exercisable each month thereafter; however, all of the shares are early exercisable as of the date of grant, subject to the Reporting Person entering into a restricted stock purchase agreement. /s/ Patrick E. McCready, by power of attorney 2010-03-23 EX-24. 2 rrd242264_273699.htm POWER OF ATTORNEY rrd242264_273699.html

POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of MaxLinear, Inc. (the "Company"), hereby constitutes and appoints Kishore Seendripu, Curtis Ling, Patrick McCready, Joe Campa, Anthony Mauriello, Daniel Koeppen and Pam Blas, the undersigned's true and lawful attorneys-in-fact to:

1.	complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company; and

2.	do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys in-fact and agent shall do or cause to be done by virtue hereof.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of March, 2010.


Signature:   /s/ Michael Kastner

Print Name:  Michael Kastner

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