SEC Form 4 · accession 0001288469-19-000042
MAXLINEAR, INC · MXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brendan Walsh
Officer — VP, Product Line Marketing
Period of report
Feb 22, 2019
Accepted (ET)
Feb 26, 2019 · 4:18 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 22, 2019 | M | 2,740 | $0.00 | A | 179,564 | D | |
| Common Stock | Feb 22, 2019 | F | 2,740 | $23.63 | D | 176,824 | D | |
| Common StockF2 | Feb 22, 2019 | A | 3,136 | $0.00 | A | 179,960 | D | |
| Common Stock | Feb 22, 2019 | F | 1,493 | $23.63 | D | 178,467 | 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 22, 2019 | M | 645 | D | — | — | Common Stock | 645 | 1,250 | D |
| Restricted Stock UnitsF1,F4 | — | Feb 22, 2019 | M | 864 | D | — | — | Common Stock | 864 | 4,766 | D |
| Restricted Stock UnitsF1,F5 | — | Feb 22, 2019 | M | 408 | D | — | — | Common Stock | 408 | 6,918 | D |
| Restricted Stock UnitsF1,F6 | — | Feb 22, 2019 | M | 823 | D | — | — | Common Stock | 823 | 19,700 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.
- F2Represents shares of Common Stock issued to the Reporting Person for the 2018 performance period under the Company's Executive Incentive Bonus Plan (the "Bonus Plan"). All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. Grant amounts were determined based on the award amount earned under the Bonus Plan and the closing price of the Company's Common Stock in trading on the New York Stock Exchange on February 22, 2019.
- 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 20,000 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, 2019. On February 22, 2019, 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 22, 2019.
- 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 25,417 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, 2019. On February 22, 2019, 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 22, 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, one-sixteenth (1/16th) of the 13,836 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, 2019. On February 22, 2019, 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 22, 2019.
- F6Subject to the Reporting Person 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 24,245 RSUs subject to the award shall vest on August 20, 2018, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each November 20, February 20, May 20, and August 20 thereafter, such that the award will be fully vested on May 20, 2022. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2019. On February 22, 2019, 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 22, 2019.