SEC Form 4 · accession 0001209191-17-034925
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
May 22, 2017
Accepted (ET)
May 24, 2017 · 4:19 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 |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 22, 2017 | M | 60,000 | $1.1613 | A | 245,819 | D | |
| Common StockF1 | May 22, 2017 | S | 60,000 | $31.6763 | D | 185,819 | D | |
| Common StockF2 | May 22, 2017 | M | 6,529 | $0.00 | A | 203,200 | D | |
| Common Stock | May 22, 2017 | F | 6,529 | $31.73 | D | 196,671 | D | |
| Common StockF3 | holding | — | — | — | 26,569 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F5 | $1.1613 | May 22, 2017 | M | 60,000 | D | — | Aug 7, 2017 | Common Stock | 60,000 | 52,979 | D |
| Restricted Stock UnitsF2,F6 | — | May 22, 2017 | M | 2,630 | D | — | — | Common Stock | 2,630 | 0 | D |
| Restricted Stock UnitsF2,F7 | — | May 22, 2017 | M | 665 | D | — | — | Common Stock | 665 | 7,079 | D |
| Restricted Stock UnitsF2,F8 | — | May 22, 2017 | M | 1,338 | D | — | — | Common Stock | 1,338 | 28,500 | D |
| Restricted Stock UnitsF2,F9 | — | May 22, 2017 | M | 1,194 | D | — | — | Common Stock | 1,194 | 31,772 | D |
| Restricted Stock UnitsF2,F10 | — | May 22, 2017 | M | 702 | D | — | — | Common Stock | 702 | 28,047 | D |
Explanation of responses
- F1Represents the weighted average share price of an aggregate total of 60,000 shares sold in the price range of $31.46 to $31.85 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.
- 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, one-sixteenth (1/16th) of the 29,917 RSUs subject to the award shall vest on May 20, 2017, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each successive August 20, November 20, February 20 and May 20 thereafter, such that the award will be fully vested on February 20, 2021.
- F2Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.
- F3Shares held by Madhukar Reddy Cust Anavi Maram Reddy UTMA, for which the Reporting Person serves as custodian.
- F4Shares held by Madhukar Reddy Cust Arnav Maram Reddy UTMA, for which the Reporting Person serves as custodian.
- F5Subject 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.
- 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, twenty five percent (25%) of the 28,000 RSUs subject to the award shall vest 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.
- 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, one-sixteenth (1/16th) of the 28,316 RSUs subject to the award shall vest 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.
- F8Subject 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 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.
- F9Subject 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 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.