X0306 4 2014-05-20 0 0001288469 MAXLINEAR INC MXL 0001509421 Spice Adam C. 2051 PALOMAR AIRPORT ROAD SUITE 100 CARLSBAD CA 92011 0 1 0 0 VP, Chief Financial Officer Class A Common Stock (par value $0.0001) 2014-05-20 4 M 0 29292 0.00 A 192280 D Class A Common Stock (par value $0.0001) 2014-05-20 4 F 0 29292 8.32 D 162988 D Restricted Stock Units 2014-05-20 4 M 0 1410 0 D 2015-05-20 Class A Common Stock (par value $0.0001) 1410 3750 D Restricted Stock Units 2014-05-20 4 M 0 4698 0 D 2016-05-20 Class A Common Stock (par value $0.0001) 4698 25000 D Restricted Stock Units 2014-05-20 4 M 0 17225 0 D 2015-05-18 Class A Common Stock (par value $0.0001) 17225 45833 D Restricted Stock Units 2014-05-20 4 M 0 1879 0 D 2015-05-18 Class A Common Stock (par value $0.0001) 1879 5000 D Restricted Stock Units 2014-05-20 4 M 0 627 0 D 2015-08-20 Class A Common Stock (par value $0.0001) 627 9833 D Restricted Stock Units 2014-05-20 4 M 0 3453 0 D 2017-05-20 Class A Common Stock (par value $0.0001) 3453 27562 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Class A Common Stock. Includes 1,905 shares of Class A Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on May 15, 2013. 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, twenty five percent (25%) of the 15,000 RSUs subject to the award shall vest on May 20, 2012, and twenty five percent (25%) of the 15,000 RSUs subject to the award vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2015. 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, twenty five percent (25%) of the 50,000 RSUs subject to the award shall vest on May 20, 2013, and an additional twenty five percent (25%) of the 50,000 RSUs subject to the award shall vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2016. 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 third (1/3rd) of the 137,500 RSUs subject to the award shall vest on May 18, 2013, and one third (1/3rd) of the 137,500 RSUs subject to the award shall vest on each successive anniversary thereafter, such that the award shall be fully vested on May 18, 2015. 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 third (1/3rd) of the 15,000 RSUs subject to the award shall vest on May 18, 2013, and one third (1/3rd) of the 15,000 RSUs subject to the award shall vest on each successive anniversary thereafter, such that the award shall be fully vested on May 18, 2015. 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 twelfth (1/12th) of the 20,000 RSUs subject to the award shall vest on November 20, 2012, and one twelfth (1/12th) of the 20,000 RSUs subject to the award shall vest on each February 20, May 20, August 20 and November 20 thereafter, such that the award shall be fully vested on August 20, 2015. 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, twenty five (25%) of the 36,750 RSUs subject to the award shall vest on May 20, 2014, and an additional twenty five percent (25%) shall vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2017. /s/ Justin Scarpulla, as Attorney-in-Fact 2014-05-21