SEC Form 4 · accession 0001209191-18-014757
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
Feb 26, 2018
Accepted (ET)
Feb 28, 2018 · 9:24 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 26, 2018 | M | 14,828 | $0.00 | A | 118,386 | D | |
| Common StockF2 | Feb 26, 2018 | F | 21,108 | $23.80 | D | 97,278 | D | |
| Common StockF3 | holding | — | — | — | 1,879,200 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 1,879,201 | I | See footnote | |
| Common StockF5 | holding | — | — | — | 18,920 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F6 | — | Feb 26, 2018 | M | 2,713 | D | — | — | Common Stock | 2,713 | 5,587 | D |
| Restricted Stock UnitsF1,F7 | — | Feb 26, 2018 | M | 4,205 | D | — | — | Common Stock | 4,205 | 42,188 | D |
| Restricted Stock UnitsF1,F8 | — | Feb 26, 2018 | M | 5,071 | D | — | — | Common Stock | 5,071 | 73,076 | D |
| Restricted Stock UnitsF1,F9 | — | Feb 26, 2018 | M | 2,839 | D | — | — | Common Stock | 2,839 | 70,119 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.
- F2Includes 6,280 shares of Common Stock withheld by the Company to satisfy tax withholding obligations in connection with the net issuance of shares of Common Stock delivered to the Reporting Person on February 26, 2018 for the 2017 performance period under the Company's Executive Incentive Bonus Plan. The grant of Common Stock was previously reported on the Reporting Person's Form 4 filed February 27, 2018 and subsequently amended on February 28, 2018.
- F3Shares 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.
- F4Shares 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.
- F5Shares 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.
- 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 89,382 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. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2018. On February 26, 2018, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is be based on the closing price of the Company's Common Stock in trading on the New York Stock Exchange on February 26, 2018.
- 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 135,000 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. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2018. On February 26, 2018, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is be based on the closing price of the Company's Common Stock in trading on the New York Stock Exchange on February 26, 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 167,029 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. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2018. On February 26, 2018, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is be based on the closing price of the Company's Common Stock in trading on the New York Stock Exchange on February 26, 2018.
- 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 93,492 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. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2018. On February 26, 2018, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is be based on the closing price of the Company's Common Stock in trading on the New York Stock Exchange on February 26, 2018.