X0306 4 2017-02-21 0 0001288469 MAXLINEAR INC MXL 0001478340 SEENDRIPU KISHORE C/O MAXLINEAR, INC. 5966 LA PLACE COURT, SUITE 100 CARLSBAD CA 92008 1 1 1 0 President and CEO Class A Common Stock (par value $0.0001) 2017-02-21 4 M 0 9191 0.00 A 30036 D Class A Common Stock (par value $0.0001) 2017-02-21 4 F 0 9191 27.03 D 20845 D Class A Common Stock (par value $0.0001) 213700 I See footnote Restricted Stock Units 2017-02-21 4 M 0 2099 0.00 D Class A Common Stock (par value $0.0001) 2099 27932 D Restricted Stock Units 2017-02-21 4 M 0 3170 0.00 D Class A Common Stock (par value $0.0001) 3170 75938 D Restricted Stock Units 2017-02-21 4 M 0 3922 0.00 D Class A Common Stock (par value $0.0001) 3922 114833 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Class A Common Stock. 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. 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-sixteenth (1/16th) of the 89,382 RSUs subject to the award shall vest on August 20, 2014, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each successive November 20, February 20, May 20, and August 20 thereafter, such that the award shall be fully vested on May 20, 2018. 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-sixteenth (1/16th) of the 135,000 RSUs subject to the award shall vest on August 20, 2015, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each successive November 20, February 20, May 20, and August 20 thereafter, such that the award shall be fully vested on May 20, 2019. 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-sixteenth (1/16th) of the 167,029 RSUs subject to the award shall vest on February 20, 2016, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each successive May 20, August 20, November 20, and February 20 thereafter, such that the award will be fully vested on November 20, 2019. /s/ Adam Spice, as Attorney-in-Fact 2017-02-23