SEC Form 4 · accession 0001209191-17-023749
MAXLINEAR, INC · MXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas E Pardun
Director
Period of report
Mar 29, 2017
Accepted (ET)
Mar 30, 2017 · 7:51 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 | 66,252 | $0.00 | D | 0 | D | |
| Common Stock | Mar 29, 2017 | C | 66,252 | $0.00 | A | 66,252 | 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 UnitsF2,F4 | — | Mar 29, 2017 | J | 6,217 | D | — | — | Class A Common Stock | 6,217 | 0 | D |
| Restricted Stock UnitsF5,F4 | — | Mar 29, 2017 | J | 6,217 | A | — | — | Common Stock | 6,217 | 6,217 | D |
| Stock Option (Right to Buy)F7,F8 | $4.2581 | Mar 29, 2017 | J | 16,575 | D | — | Jul 27, 2019 | Class B Common Stock | 16,575 | 0 | D |
| Stock Option (Right to Buy)F7,F8 | $4.2581 | Mar 29, 2017 | J | 16,575 | A | — | Jul 27, 2019 | Common Stock | 16,575 | 16,575 | D |
| Stock Option (Right to Buy)F9 | $14.00 | Mar 29, 2017 | J | 10,857 | D | — | Mar 23, 2020 | Class A Common Stock | 10,857 | 0 | D |
| Stock Option (Right to Buy)F9 | $14.00 | Mar 29, 2017 | J | 10,857 | A | — | Mar 23, 2020 | Common Stock | 10,857 | 10,857 | D |
| Stock Option (Right to Buy)F10 | $9.10 | Mar 29, 2017 | J | 21,149 | D | — | May 6, 2018 | Class A Common Stock | 21,149 | 0 | D |
| Stock Option (Right to Buy)F10 | $9.10 | Mar 29, 2017 | J | 21,149 | A | — | May 6, 2018 | Common Stock | 21,149 | 21,149 | 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.
- F10Subject to the Reporting Person's continuing as a Director (as defined in the 2010 Equity Incentive Plan) through such applicable vesting date, one hundred percent (100%) of the shares subject to the option vested and became exercisable on the day prior to the 2012 annual meeting of stockholders.
- F2Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- F3In 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.
- F4Subject to the Reporting Person's continuing as a Director (as defined in the 2010 Equity Incentive Plan) through such date, one hundred percent (100%) of the RSUs subject to the award will vest on the earlier to occur of May 1, 2017 or the date immediately preceding the 2017 annual meeting of stockholders.
- F5Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
- F6In 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.
- F734,575 options were originally granted on July 28, 2009. 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 percent (25%) of the shares subject to the option vested and became exercisable on July 28, 2010, and 2.08% of the shares vested and became exercisable at the end of each monthly period thereafter.
- F8An incorrect expiration date of July 28, 2019 was reported in the Form 4 filed on March 30, 2010. The correct expiration date is July 27, 2019.
- F9Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through such applicable vesting date, one hundred percent (100%) of the shares subject to the option vested and became exercisable on March 23, 2011.