SEC Form 4 · accession 0001209191-17-023741
MAXLINEAR, INC · MXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Madhukar Reddy
Officer — VP, Central Engineering
Period of report
Mar 29, 2017
Accepted (ET)
Mar 30, 2017 · 7:34 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 | Mar 29, 2017 | C | 147,796 | $0.00 | D | 0 | D | |
| Common Stock | Mar 29, 2017 | C | 147,796 | $0.00 | A | 147,796 | D | |
| Common Stock | Mar 29, 2017 | C | 37,230 | $0.00 | A | 185,026 | D | |
| Common StockF2 | Mar 29, 2017 | C | 26,569 | $0.00 | A | 26,569 | I | See footnote |
| Common StockF3 | Mar 29, 2017 | C | 26,569 | $0.00 | A | 26,569 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | — | Mar 29, 2017 | C | 37,230 | D | — | — | Common Stock | 37,230 | 0 | D |
| Class B Common StockF2,F1 | — | Mar 29, 2017 | C | 26,569 | D | — | — | Common Stock | 26,569 | 0 | I |
| Class B Common StockF3,F1 | — | Mar 29, 2017 | C | 26,569 | D | — | — | Common Stock | 26,569 | 0 | I |
| Restricted Stock UnitsF4,F6 | — | Mar 29, 2017 | J | 7,000 | D | — | — | Class A Common Stock | 7,000 | 0 | D |
| Restricted Stock UnitsF7,F6 | — | Mar 29, 2017 | J | 7,000 | A | — | — | Common Stock | 7,000 | 7,000 | D |
| Restricted Stock UnitsF4,F8 | — | Mar 29, 2017 | J | 8,849 | D | — | — | Class A Common Stock | 8,849 | 0 | D |
| Restricted Stock UnitsF7,F8 | — | Mar 29, 2017 | J | 8,849 | A | — | — | Common Stock | 8,849 | 8,849 | D |
| Restricted Stock UnitsF4,F9 | — | Mar 29, 2017 | J | 32,063 | D | — | — | Class A Common Stock | 32,063 | 0 | D |
| Restricted Stock UnitsF7,F9 | — | Mar 29, 2017 | J | 32,063 | A | — | — | Common Stock | 32,063 | 32,063 | D |
| Restricted Stock UnitsF4,F10 | — | Mar 29, 2017 | J | 34,950 | D | — | — | Class A Common Stock | 34,950 | 0 | D |
| Restricted Stock UnitsF7,F10 | — | Mar 29, 2017 | J | 34,950 | A | — | — | Common Stock | 34,950 | 34,950 | D |
| Restricted Stock UnitsF4,F11 | — | Mar 29, 2017 | J | 52,606 | D | — | — | Class A Common Stock | 52,606 | 0 | D |
| Restricted Stock UnitsF7,F11 | — | Mar 29, 2017 | J | 52,606 | A | — | — | Common Stock | 52,606 | 52,606 | D |
| Restricted Stock UnitsF4,F12 | — | Mar 29, 2017 | J | 29,917 | D | — | — | Class A Common Stock | 29,917 | 0 | D |
| Restricted Stock UnitsF7,F12 | — | Mar 29, 2017 | J | 29,917 | A | — | — | Common Stock | 29,917 | 29,917 | D |
| Stock Option (Right to Buy)F14 | $1.1613 | Mar 29, 2017 | J | 139,998 | D | — | Aug 7, 2017 | Class B Common Stock | 139,998 | 0 | D |
| Stock Option (Right to Buy)F14 | $1.1613 | Mar 29, 2017 | J | 139,998 | A | — | Aug 7, 2017 | Common Stock | 139,998 | 139,998 | D |
| Stock Option (Right to Buy)F15 | $4.2581 | Mar 29, 2017 | J | 21,527 | D | — | Jul 28, 2019 | Class B Common Stock | 21,527 | 0 | D |
| Stock Option (Right to Buy)F15 | $4.2581 | Mar 29, 2017 | J | 21,527 | A | — | Jul 28, 2019 | Common Stock | 21,527 | 21,527 | D |
| Stock Option (Right to Buy)F16 | $4.81 | Mar 29, 2017 | J | 80,000 | D | — | May 10, 2019 | Class A Common Stock | 80,000 | 0 | D |
| Stock Option (Right to Buy)F16 | $4.81 | Mar 29, 2017 | J | 80,000 | A | — | May 10, 2019 | Common Stock | 80,000 | 80,000 | D |
| Stock Option (Right to Buy)F17 | $5.64 | Mar 29, 2017 | J | 50,000 | D | — | Aug 9, 2019 | Class A Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F17 | $5.64 | Mar 29, 2017 | J | 50,000 | A | — | Aug 9, 2019 | Common Stock | 50,000 | 50,000 | D |
| Stock Option (Right to Buy)F18 | $6.93 | Mar 29, 2017 | J | 59,986 | D | — | May 14, 2020 | Class A Common Stock | 59,986 | 0 | D |
| Stock Option (Right to Buy)F18 | $6.93 | Mar 29, 2017 | J | 59,986 | A | — | May 14, 2020 | Common Stock | 59,986 | 59,986 | D |
| Stock Option (Right to Buy)F19 | $9.23 | Mar 29, 2017 | J | 33,402 | D | — | Jun 2, 2021 | Class A Common Stock | 33,402 | 0 | D |
| Stock Option (Right to Buy)F19 | $9.23 | Mar 29, 2017 | J | 33,402 | A | — | Jun 2, 2021 | Common Stock | 33,402 | 33,402 | D |
Explanation of responses
- F1On March 29, 2017, each share of the Issuer's outstanding Class A Common Stock and Class B Common Stock automatically converted into one share of outstanding Common Stock pursuant to the Issuer's Amended and Restated Certificate of Incorporation.
- F1050,835 RSUs were originally granted on February 11, 2016. Subject 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 50,835 RSUs subject to the award vested 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.
- 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, ten percent (10%) of the 52,606 RSUs subject to the award shall vest on August 20, 2017; twenty percent (20%) of the RSUs subject to the award shall vest on August 20, 2018; thirty (30%) of the RSUs subject to the award shall vest on August 20, 2019; and forty (40%) of the RSUs subject to the award shall vest on August 20, 2020.
- F12Subject 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 29,917 RSUs subject to the award shall vest on May 20, 2017, and one-sixteenth (1/16th) of the RSUs subject shall vest on each August 20, November 20, February 20 and May 20 thereafter, such that the award shall be fully vested on February 20, 2021.
- F13In connection with the conversion described in footnote (1), outstanding options denominated by Class A Common Stock issued under the Issuer's 2010 Equity Incentive Plan or denominated by Class B Common Stock issued under the Issuer's 2004 Stock Plan remain unchanged, except that they now represent a right to receive one share of the Issuer's Common Stock.
- F14154,998 options were originally granted on August 7, 2007. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2004 Stock Plan) through each applicable vesting date, twenty five (25%) of the 154,998 shares subject to the option vested and became exercisable on August 7, 2008, and 2.08% of the shares vested and became exercisable at the end of each monthly period thereafter.
- F15Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2004 Stock Plan) through each applicable vesting date, twenty five (25%) of the 21,527 shares subject to the option vested and became exercisable on May 8, 2010, and 2.08% of the shares vested and became exercisable at the end of each monthly period thereafter.
- F16Subject 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 80,000 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 vested and became exercisable on each successive anniversary thereafter, such that the option became fully vested and exercisable on May 10, 2016.
- F17Subject 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 50,000 shares subject to the option vested and became exercisable on each one month anniversary of the vesting commencement date, such that the option became fully vested and exercisable on August 9, 2016.
- F18Subject 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 59,986 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.
- F19Subject 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 33,402 shares subject to the option vested and became exercisable on August 20, 2014, and an additional one-sixteenth (1/16th) of the shares subject to the option shall vest and become exercisable 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.
- F2Shares held by Madhukar Reddy Cust Anavi Maram Reddy UTMA, for which the Reporting Person serves as custodian.
- F3Shares held by Madhukar Reddy Cust Arnav Maram Reddy UTMA, for which the Reporting Person serves as custodian.
- F4Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- F5In connection with the conversion described in footnote (1), outstanding RSUs denominated by Class A Common Stock issued under the Issuer's 2010 Equity Incentive Plan remain unchanged, except that they now represent a contingent right to receive one share of the Issuer's Common Stock.
- F628,000 RSUs were originally granted on May 14, 2013. Subject 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 28,000 RSUs subject to the award vested on May 20, 2014, and an additional twenty five percent (25%) of the RSUs subject to the award shall vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2017.
- F7Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
- F828,316 RSUs were originally granted on June 2, 2014. Subject 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 28,316 RSUs subject to the award vested on August 20, 2014, 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, 2018.
- F957,000 RSUs were originally granted on May 19, 2015. Subject 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 57,000 RSUs subject to the award vested 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.