SEC Form 4 · accession 0001209191-15-067630
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
Aug 20, 2015
Accepted (ET)
Aug 24, 2015 · 6:57 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 | Aug 20, 2015 | M | 3,683 | $0.00 | A | 238,972 | D | |
| Class A Common Stock (par value $0.0001) | Aug 20, 2015 | F | 3,683 | $9.95 | D | 235,289 | D | |
| Class A Common Stock (par value $0.0001)F2 | Aug 20, 2015 | A | 10,543 | $0.00 | A | 245,832 | D | |
| Class A Common Stock (par value $0.0001) | Aug 20, 2015 | F | 5,501 | $9.95 | D | 240,331 | 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 | — | Aug 20, 2015 | M | 626 | D | — | Aug 20, 2015 | Class A Common Stock (par value $0.0001) | 626 | 0 | D |
| Restricted Stock UnitsF1,F4 | — | Aug 20, 2015 | M | 797 | D | — | May 20, 2018 | Class A Common Stock (par value $0.0001) | 797 | 23,361 | D |
| Restricted Stock UnitsF1,F5 | — | Aug 20, 2015 | M | 2,260 | D | — | May 20, 2019 | Class A Common Stock (par value $0.0001) | 2,260 | 65,625 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Class A Common Stock.
- F2Represents 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.
- 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 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.
- 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, 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.
- 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, 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.