SEC Form 4 · accession 0001181431-15-007333
MAXLINEAR, INC · MXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam C. Spice
Officer — VP, Chief Financial Officer
Period of report
May 19, 2015
Accepted (ET)
May 21, 2015 · 9:15 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,F2 | May 20, 2015 | M | 30,145 | $0.00 | A | 260,952 | D | |
| Class A Common Stock (par value $0.0001) | May 20, 2015 | F | 30,145 | $10.06 | D | 230,807 | 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,F3 | — | May 19, 2015 | A | 70,000 | A | — | May 20, 2019 | Class A Common Stock (par value $0.0001) | 70,000 | 70,000 | D |
| Restricted Stock UnitsF1,F4 | — | May 20, 2015 | M | 1,409 | D | — | May 20, 2015 | Class A Common Stock (par value $0.0001) | 1,409 | 0 | D |
| Restricted Stock UnitsF1,F5 | — | May 20, 2015 | M | 4,697 | D | — | May 20, 2016 | Class A Common Stock (par value $0.0001) | 4,697 | 12,500 | D |
| Restricted Stock UnitsF1,F6 | — | May 20, 2015 | M | 17,224 | D | — | — | Class A Common Stock (par value $0.0001) | 17,224 | 0 | D |
| Restricted Stock UnitsF1,F7 | — | May 20, 2015 | M | 1,879 | D | — | — | Class A Common Stock (par value $0.0001) | 1,879 | 0 | D |
| Restricted Stock UnitsF1,F8 | — | May 20, 2015 | M | 626 | D | — | Aug 20, 2015 | Class A Common Stock (par value $0.0001) | 626 | 1,667 | D |
| Restricted Stock UnitsF1,F9 | — | May 20, 2015 | M | 3,452 | D | — | May 20, 2017 | Class A Common Stock (par value $0.0001) | 3,452 | 18,374 | D |
| Restricted Stock UnitsF1,F10 | — | May 20, 2015 | M | 858 | D | — | May 20, 2018 | Class A Common Stock (par value $0.0001) | 858 | 25,484 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Class A Common Stock.
- F10Subject 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.
- F2Includes 2,369 shares of Class A Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on May 15, 2015.
- 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, 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.
- 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 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.
- 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 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.
- 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 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.
- F7Subject 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.
- F8Subject 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.
- F9Subject 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.