SEC Form 4 · accession 0001209191-17-023743
MAXLINEAR, INC · MXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kishore Seendripu
Officer — President and CEO · Director · 10% Owner
Period of report
Mar 29, 2017
Accepted (ET)
Mar 30, 2017 · 7:36 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 StockF2 | Mar 29, 2017 | C | 106,850 | $0.00 | D | 0 | I | See footnote |
| Common StockF2 | Mar 29, 2017 | C | 106,850 | $0.00 | A | 106,850 | I | See footnote |
| Common StockF2 | Mar 29, 2017 | C | 1,772,350 | $0.00 | A | 1,879,200 | I | See footnote |
| Class A Common StockF3 | Mar 29, 2017 | C | 106,850 | $0.00 | D | 0 | I | See footnote |
| Common StockF3 | Mar 29, 2017 | C | 106,850 | $0.00 | A | 106,850 | I | See footnote |
| Common StockF3 | Mar 29, 2017 | C | 1,772,351 | $0.00 | A | 1,879,201 | I | See footnote |
| Common StockF4 | Mar 29, 2017 | C | 18,920 | $0.00 | A | 18,920 | I | See footnote |
| Class A Common Stock | Mar 29, 2017 | C | 20,845 | $0.00 | D | 0 | D | |
| Common Stock | Mar 29, 2017 | C | 20,845 | $0.00 | A | 20,845 | D |
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 StockF2,F1 | — | Mar 29, 2017 | C | 1,772,350 | D | — | — | Common Stock | 1,772,350 | 0 | I |
| Class B Common StockF3,F1 | — | Mar 29, 2017 | C | 1,772,351 | D | — | — | Common Stock | 1,772,351 | 0 | I |
| Class B Common StockF4,F1 | — | Mar 29, 2017 | C | 18,920 | D | — | — | Common Stock | 18,920 | 0 | I |
| Restricted Stock UnitsF5,F7 | — | Mar 29, 2017 | J | 21,756 | D | — | — | Class A Common Stock | 21,756 | 0 | D |
| Restricted Stock UnitsF8,F7 | — | Mar 29, 2017 | J | 21,756 | A | — | — | Common Stock | 21,756 | 21,756 | D |
| Restricted Stock UnitsF5,F9 | — | Mar 29, 2017 | J | 27,932 | D | — | — | Class A Common Stock | 27,932 | 0 | D |
| Restricted Stock UnitsF8,F9 | — | Mar 29, 2017 | J | 27,932 | A | — | — | Common Stock | 27,932 | 27,932 | D |
| Restricted Stock UnitsF5,F10 | — | Mar 29, 2017 | J | 75,938 | D | — | — | Class A Common Stock | 75,938 | 0 | D |
| Restricted Stock UnitsF8,F10 | — | Mar 29, 2017 | J | 75,938 | A | — | — | Common Stock | 75,938 | 75,938 | D |
| Restricted Stock UnitsF5,F11 | — | Mar 29, 2017 | J | 114,833 | D | — | — | Class A Common Stock | 114,833 | 0 | D |
| Restricted Stock UnitsF8,F11 | — | Mar 29, 2017 | J | 114,833 | A | — | — | Common Stock | 114,833 | 114,833 | D |
| Restricted Stock UnitsF5,F12 | — | Mar 29, 2017 | J | 93,492 | D | — | — | Class A Common Stock | 93,492 | 0 | D |
| Restricted Stock UnitsF8,F12 | — | Mar 29, 2017 | J | 93,492 | A | — | — | Common Stock | 93,492 | 93,492 | D |
| Stock Option (Right to Buy)F14 | $4.6917 | Mar 29, 2017 | J | 86,110 | D | — | Jul 28, 2019 | Class B Common Stock | 86,110 | 0 | D |
| Stock Option (Right to Buy)F14 | $4.6917 | Mar 29, 2017 | J | 86,110 | A | — | Jul 28, 2019 | Common Stock | 86,110 | 86,110 | D |
| Stock Option (Right to Buy)F15 | $8.191 | Mar 29, 2017 | J | 226,039 | D | — | Oct 27, 2019 | Class B Common Stock | 226,039 | 0 | D |
| Stock Option (Right to Buy)F15 | $8.191 | Mar 29, 2017 | J | 226,039 | A | — | Oct 27, 2019 | Common Stock | 226,039 | 226,039 | D |
| Stock Option (Right to Buy)F16 | $9.10 | Mar 29, 2017 | J | 60,000 | D | — | May 6, 2018 | Class A Common Stock | 60,000 | 0 | D |
| Stock Option (Right to Buy)F16 | $9.10 | Mar 29, 2017 | J | 60,000 | A | — | May 6, 2018 | Common Stock | 60,000 | 60,000 | D |
| Stock Option (Right to Buy)F17 | $4.81 | Mar 29, 2017 | J | 200,000 | D | — | May 10, 2019 | Class A Common Stock | 200,000 | 0 | D |
| Stock Option (Right to Buy)F17 | $4.81 | Mar 29, 2017 | J | 200,000 | A | — | May 10, 2019 | Common Stock | 200,000 | 200,000 | D |
| Stock Option (Right to Buy)F18 | $6.93 | Mar 29, 2017 | J | 186,440 | D | — | May 14, 2020 | Class A Common Stock | 186,440 | 0 | D |
| Stock Option (Right to Buy)F18 | $6.93 | Mar 29, 2017 | J | 186,440 | A | — | May 14, 2020 | Common Stock | 186,400 | 186,440 | D |
| Stock Option (Right to Buy)F19 | $9.23 | Mar 29, 2017 | J | 105,437 | D | — | Jun 2, 2021 | Class A Common Stock | 105,437 | 0 | D |
| Stock Option (Right to Buy)F19 | $9.23 | Mar 29, 2017 | J | 105,437 | A | — | Jun 2, 2021 | Common Stock | 105,437 | 105,437 | 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.
- F10135,000 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 135,000 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.
- F11167,029 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 167,029 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.
- 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 93,492 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 will 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.
- F14Subject 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 percent (25%) of the 86,110 shares subject to the option vested and became exercisable on May 10, 2010, and, 2.08% of the shares subject to the option 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, ten percent (10%) of the 226,039 shares subject to the option vested and became exercisable on October 27, 2010, twenty percent (20%) of the shares subject to the option vested and became exercisable October 27, 2011, thirty percent (30%) of the shares subject to the option vested and became exercisable on October 27, 2012, and forty percent (40%) of the shares subject to option vested and became exercisable October 27, 2013.
- 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, ten percent (10%) of the 60,000 shares subject to the option vested and became exercisable May 6, 2012, and, thereafter, twenty percent (20%) of the shares subject to the option vested and became exercisable on May 6, 2013, thirty percent (30%) of the shares subject to the option vested and became exercisable on the May 6, 2014, and forty percent (40%) of the shares subject to the option vested and became exercisable May 6, 2015, such that the option became be fully vested and exercisable on May 6, 2015.
- 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, twenty five percent (25%) of the 200,000 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.
- 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 186,440 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 105,437 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 and exercisable on May 20, 2018.
- F2Shares held by the Kishore V. Seendripu 2017 Annuity Trust dated February 17, 2017, a grantor retained annuity trust, for which the Reporting Person serves as trustee.
- F3Shares held by the Rekha S. Seendripu 2017 Annuity Trust dated February 17, 2017, a grantor retained annuity trust, for which the Reporting Person serves as trustee.
- F4Shares held by the Seendripu Relatives Trust dated 10/5/09, a trust for the benefit of the Reporting Person's parents and siblings, and for which the Reporting Person serves as trustee.
- F5Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- F6In 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.
- F787,025 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 87,025 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.
- F8Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
- F989,382 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 89,382 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.