SEC Form 4 · accession 0001181431-15-007332
MAXLINEAR, INC · MXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kishore Seendripu
Officer — President and CEO · Director · 10% Owner
Period of report
May 19, 2015
Accepted (ET)
May 21, 2015 · 9:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001288469
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock (par value $0.0001)F1 | May 20, 2015 | M | 22,487 | $0.00 | A | 213,648 | D | |
| Class A Common Stock (par value $0.0001) | May 20, 2015 | F | 22,487 | $10.06 | D | 191,161 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | May 19, 2015 | A | 135,000 | A | — | May 20, 2019 | Class A Common Stock (par value $0.0001) | 135,000 | 135,000 | D |
| Restricted Stock UnitsF1,F3 | — | May 20, 2015 | M | 2,818 | D | — | May 20, 2015 | Class A Common Stock (par value $0.0001) | 2,818 | 0 | D |
| Restricted Stock UnitsF1,F4 | — | May 20, 2015 | M | 9,395 | D | — | May 20, 2016 | Class A Common Stock (par value $0.0001) | 9,395 | 25,000 | D |
| Restricted Stock UnitsF1,F5 | — | May 20, 2015 | M | 8,175 | D | — | May 20, 2017 | Class A Common Stock (par value $0.0001) | 8,175 | 43,512 | D |
| Restricted Stock UnitsF1,F6 | — | May 20, 2015 | M | 2,099 | D | — | May 20, 2018 | Class A Common Stock (par value $0.0001) | 2,099 | 67,036 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Class A Common Stock.
- F2Subject 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 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.
- F3Subject 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 30,000 RSUs subject to the award shall vest on May 20, 2012, and twenty five percent (25%) of the 30,000 RSUs subject to the award vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2015.
- F4Subject 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 100,000 RSUs subject to the award shall vest on May 20, 2013, and an additional twenty five percent (25%) of the 100,000 RSUs subject to the award shall vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2016.
- F5Subject 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 87,025 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.
- F6Subject 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 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.