SEC Form 4 · accession 0001209191-16-104911

MAXLINEAR, INC · MXL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Curtis Ling

Officer — Chief Technical Officer · Director

Period of report

Mar 1, 2016

Accepted (ET)

Mar 2, 2016 · 8:40 pm EST

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
Class A Common Stock (par value $0.0001)^F1	Mar 1, 2016	C	9,103	—	A	131,067	D
Class A Common Stock (par value $0.0001)	Mar 1, 2016	M	10,000	$4.81	A	141,067	D
Class A Common Stock (par value $0.0001)	Mar 1, 2016	M	12,000	$5.64	A	153,067	D
Class A Common Stock (par value $0.0001)^F3	Mar 1, 2016	S	31,103	$16.0204	D	121,964	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F4	$1.1613	Mar 1, 2016	M	9,103	D	—	Aug 7, 2017	Class B Common Stock (convertible into Class A Common Stock)	9,103	28,033	D
Class B Common Stock (convertible into Class A Common Stock)^F5	—	Mar 1, 2016	M	9,103	A	—	—	Class A Common Stock ($0.0001 par value)	9,103	686,839	D
Class B Common Stock (convertible into Class A Common Stock)^F5	—	Mar 1, 2016	C	9,103	D	—	—	Class A Common Stock ($0.0001 par value)	9,103	677,736	D
Employee Stock Option (right to buy)^F6	$4.81	Mar 1, 2016	M	10,000	D	—	May 10, 2019	Class A Common Stock ($0.0001 par value)	10,000	70,000	D
Employee Stock Option (right to buy)^F7	$5.64	Mar 1, 2016	M	12,000	D	—	Aug 9, 2019	Class A Common Stock ($0.0001 par value)	12,000	88,000	D

Explanation of responses

F1Reflects shares of Class B common stock converted into an equivalent number of shares of Class A common stock pursuant to a power of attorney granted by the reporting person on December 2, 2015 in connection with the adoption of a Rule 10b5-1 trading plan.
F2The sale of shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on December 2, 2015.
F3Represents the weighted average share price of an aggregate total of 31,103 shares sold in the price range of $15.79 to $16.31 by the reporting person. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
F4The shares subject to the option became fully vested and exercisable on August 7, 2011.
F5Each share of Class B Common Stock is convertible into one share of Class A Common Stock, which is the publicly traded stock, upon certain transfers and at the option of the holder. On the seventh anniversary of the closing of the Registrant's initial public offering (March 29, 2017), the Class B Common Stock and the Class A Common Stock will automatically convert into a single class of Common Stock.
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, twenty five percent (25%) of the shares subject to the option vested and became exercisable on May 10, 2013, and an additional twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on each successive anniversary thereafter, such that the option shall be fully vested and exercisable on May 10, 2016.
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 forty-eighth (1/48th) of the shares subject to the option shall vest and become exercisable on each one month anniversary of the vesting commencement date of August 9, 2012, such that the option shall be fully vested and exercisable on August 9, 2016.