SEC Form 4 · accession 0001209191-16-138377
MAXLINEAR, INC · MXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brendan Walsh
Officer — VP, Product Line Marketing
Period of report
Aug 19, 2016
Accepted (ET)
Aug 23, 2016 · 5:56 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)F2 | Aug 19, 2016 | S | 12,500 | $18.0417 | D | 162,210 | D | |
| Class A Common Stock (par value $0.0001)F3 | Aug 22, 2016 | M | 2,569 | $0.00 | A | 169,051 | D | |
| Class A Common Stock (par value $0.0001) | Aug 22, 2016 | F | 2,569 | $18.37 | D | 166,482 | 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 UnitsF3,F4 | — | Aug 22, 2016 | M | 1,504 | D | — | — | Class A Common Stock (par value $0.0001) | 1,504 | 36,027 | D |
| Restricted Stock UnitsF3,F5 | — | Aug 22, 2016 | M | 469 | D | — | — | Class A Common Stock (par value $0.0001) | 469 | 13,750 | D |
| Restricted Stock UnitsF3,F6 | — | Aug 22, 2016 | M | 596 | D | — | — | Class A Common Stock (par value $0.0001) | 596 | 20,652 | 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 September 4, 2015.
- F2Represents the weighted average share price of an aggregate total of 12,500 shares sold in the price range of $17.85 to $18.22 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.
- F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Class A Common Stock.
- 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 64,049 RSUs subject to the award shall vest on November 20, 2015, and one-sixteenth (1/16th) of the 64,049 RSUs shall vest on each successive February 20, May 20, August 20, and November 20 thereafter, such that the award will be fully vested on November 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 20,000 RSUs subject to the award shall vest on August 20, 2015, and an additional one-sixteenth (1/16th) 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.
- 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 25,417 RSUs subject to the award shall vest on February 20, 2016, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each successive May 20, August 20, November 20, and February 20 thereafter, such that the award will be fully vested on November 20, 2019.