SEC Form 4 · accession 0001209191-16-113500
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
Apr 4, 2016
Accepted (ET)
Apr 6, 2016 · 5:05 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) | Apr 4, 2016 | M | 4,800 | $6.93 | A | 126,764 | D | |
| Class A Common Stock (par value $0.0001)F2 | Apr 4, 2016 | S | 4,800 | $19.0172 | D | 121,964 | D | |
| Class A Common Stock (par value $0.0001)F3 | Apr 5, 2016 | C | 10,000 | — | A | 131,964 | D | |
| Class A Common Stock (par value $0.0001) | Apr 5, 2016 | M | 10,000 | $4.81 | A | 141,964 | D | |
| Class A Common Stock (par value $0.0001) | Apr 5, 2016 | M | 12,000 | $5.64 | A | 153,964 | D | |
| Class A Common Stock (par value $0.0001)F4 | Apr 5, 2016 | S | 10,000 | $18.0183 | D | 143,964 | D | |
| Class A Common Stock (par value $0.0001)F5 | Apr 5, 2016 | S | 10,000 | $18.0186 | D | 133,964 | D | |
| Class A Common Stock (par value $0.0001)F6 | Apr 5, 2016 | S | 12,000 | $18.0199 | 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)F7 | $6.93 | Apr 4, 2016 | M | 4,800 | D | — | May 14, 2020 | Class A Common Stock ($0.0001 par value) | 4,800 | 55,186 | D |
| Employee Stock Option (right to buy)F8 | $1.1613 | Apr 5, 2016 | M | 10,000 | D | — | Aug 7, 2017 | Class B Common Stock (convertible into Class A Common Stock) | 10,000 | 18,033 | D |
| Class B Common Stock (convertible into Class A Common Stock)F9 | — | Apr 5, 2016 | M | 10,000 | A | — | — | Class A Common Stock ($0.0001 par value) | 10,000 | 687,736 | D |
| Class B Common Stock (convertible into Class A Common Stock)F9 | — | Apr 5, 2016 | C | 10,000 | D | — | — | Class A Common Stock ($0.0001 par value) | 10,000 | 677,736 | D |
| Employee Stock Option (right to buy)F10 | $4.81 | Apr 5, 2016 | M | 10,000 | D | — | May 10, 2019 | Class A Common Stock ($0.0001 par value) | 10,000 | 60,000 | D |
| Employee Stock Option (right to buy)F11 | $5.64 | Apr 5, 2016 | M | 12,000 | D | — | Aug 9, 2019 | Class A Common Stock ($0.0001 par value) | 12,000 | 76,000 | D |
Explanation of responses
- F1The 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.
- 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, 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.
- F11Subject 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.
- F2Represents the weighted average share price of an aggregate total of 4,800 shares sold in the price range of $19.00 to $19.09 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.
- F3Reflects 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.
- F4Represents the weighted average share price of an aggregate total of 10,000 shares sold in the price range of $17.67 to $18.36 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.
- F5Represents the weighted average share price of an aggregate total of 10,000 shares sold in the price range of $17.66 to $18.36 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.
- F6Represents the weighted average share price of an aggregate total of 12,000 shares sold in the price range of $17.66 to $18.36 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.
- 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, twenty five percent (25%) of the shares subject to the option vested and became exercisable on May 14, 2014, 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 14, 2017.
- F8The shares subject to the option became fully vested and exercisable on August 7, 2011.
- F9Each 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.