X0306 4 2015-08-20 0 0001288469 MAXLINEAR INC MXL 0001509421 Spice Adam C. C/O MAXLINEAR, INC. 5966 LA PLACE COURT, SUITE 100 CARLSBAD CA 92008 0 1 0 0 VP, Chief Financial Officer Class A Common Stock (par value $0.0001) 2015-08-20 4 M 0 3683 0.00 A 238972 D Class A Common Stock (par value $0.0001) 2015-08-20 4 F 0 3683 9.95 D 235289 D Class A Common Stock (par value $0.0001) 2015-08-20 4 A 0 10543 0.00 A 245832 D Class A Common Stock (par value $0.0001) 2015-08-20 4 F 0 5501 9.95 D 240331 D Restricted Stock Units 2015-08-20 4 M 0 626 0.00 D 2015-08-20 Class A Common Stock (par value $0.0001) 626 0 D Restricted Stock Units 2015-08-20 4 M 0 797 0.00 D 2018-05-20 Class A Common Stock (par value $0.0001) 797 23361 D Restricted Stock Units 2015-08-20 4 M 0 2260 0.00 D 2019-05-20 Class A Common Stock (par value $0.0001) 2260 65625 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Class A Common Stock. Represents shares of Class A Common Stock issued to the reporting person for the January 1, 2015 to June 30, 2015 performance period under the Company's Executive Incentive Bonus Plan (the "Bonus Plan"). All shares were issued pursuant to the Company's 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 Class A Common Stock in trading on the New York Stock Exchange 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, 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, one-sixteenth (1/16th) of the 33,979 RSUs subject to the award shall vest on August 20, 2014, and an additional one-sixteenth 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 70,000 RSUs subject to the award shall vest on August 20, 2015, and an additional one-sixteenth 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. /s/ Adam Spice 2015-08-24