SEC Form 4 · accession 0001209191-18-012665
MAXLINEAR, INC · MXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J. LaChance
Officer — Vice President, Operations
Period of report
Feb 20, 2018
Accepted (ET)
Feb 22, 2018 · 6:37 pm EST
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 StockF1 | Feb 20, 2018 | M | 2,621 | $0.00 | A | 70,582 | D | |
| Common Stock | Feb 20, 2018 | F | 2,621 | $23.12 | D | 67,961 | D | |
| Common Stock | Feb 21, 2018 | M | 25,000 | $4.81 | A | 92,961 | D | |
| Common StockF2 | Feb 21, 2018 | S | 25,000 | $23.077 | D | 67,961 | 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 UnitsF1,F3 | — | Feb 20, 2018 | M | 458 | D | — | — | Common Stock | 458 | 1,328 | D |
| Restricted Stock UnitsF1,F4 | — | Feb 20, 2018 | M | 756 | D | — | — | Common Stock | 756 | 10,938 | D |
| Restricted Stock UnitsF1,F5 | — | Feb 20, 2018 | M | 902 | D | — | — | Common Stock | 902 | 18,269 | D |
| Restricted Stock UnitsF1,F6 | — | Feb 20, 2018 | M | 505 | D | — | — | Common Stock | 505 | 17,529 | D |
| Stock Option (Right to Buy)F7 | $4.81 | Feb 21, 2018 | M | 25,000 | D | — | May 10, 2019 | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.
- F2Represents the weighted average share price of an aggregate total of 25,000 shares sold in the price range of $23.00 to $23.25 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.
- F3Subject 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 21,237 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.
- 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, one-sixteenth (1/16th) of the 35,000 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.
- 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, the one-sixteenth (1/16th) of the 41,757 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.
- 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 23,373 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.
- 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, twenty five percent (25%) of the 50,000 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.