Sec Form 4 Filing - SEENDRIPU KISHORE @ MAXLINEAR INC - 2022-02-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SEENDRIPU KISHORE 2. Issuer Name and Ticker or Trading Symbol MAXLINEAR INC [ MXL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) C/O MAXLINEAR, INC., 5966 LA PLACE COURT, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2022 (Street) CARLSBAD, CA92008 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/04/2022 A 17,268( 1 ) A $ 0 234,832 D Common Stock 02/07/2022 F 9,408( 2 ) D $ 60.38 225,424 D Common Stock 02/07/2022 A 81,044( 3 ) A $ 0 306,468 D Common Stock 02/07/2022 F 43,739 D $ 60.38 262,729 D Common Stock 02/07/2022 A 54,028( 3 ) A $ 0 316,757 D Common Stock 02/07/2022 F 29,158 D $ 60.38 287,599 D Common Stock 02/07/2022 A 107,972( 4 ) A $ 0 395,571 D Common Stock 02/07/2022 F 58,272 D $ 60.38 337,299 D Common Stock 02/07/2022 A 71,985( 4 ) A $ 0 409,284 D Common Stock 02/07/2022 F 38,850 D $ 60.38 370,434 D Common Stock 02/07/2022 A 16,969( 5 ) A $ 0 387,403 D Common Stock 02/07/2022 F 9,158 D $ 60.38 378,245 D Common Stock 02/07/2022 A 11,313( 5 ) A $ 0 389,558 D Common Stock 02/07/2022 F 6,105 D $ 60.38 383,453 D Common Stock 492,898 I See footnote( 6 ) Common Stock 410,731 I See footnote( 7 ) Common Stock 410,731 I See footnote( 8 ) Common Stock 344,997 I See footnote( 9 ) Common Stock 344,997 I See footnote( 10 ) Common Stock 303,445 I See footnote( 11 ) Common Stock 303,445 I See footnoe( 12 ) Common Stock 396,526 I See footnote( 13 ) Common Stock 396,526 I See footnote( 14 ) Common Stock 18,920 I See footnote( 15 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SEENDRIPU KISHORE C/O MAXLINEAR, INC. 5966 LA PLACE COURT, SUITE 100 CARLSBAD, CA92008 X X Chairman, President and CEO Signatures /s/ Connie Kwong, as Attorney-in-Fact 02/08/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Common Stock issued to the Reporting Person for the 2021 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 Nasdaq Global Select Market on February 4, 2022. ( 2 )On February 7, 2022, 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) are based on the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 7, 2022. ( 3 )Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2021 fiscal year that were approved as part of the 2019 performance-based restricted stock award granted on May 20, 2019. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. On February 7, 2022, 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) are based on the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 7, 2022. ( 4 )Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2021 fiscal year that were approved as part of the 2020 performance-based restricted stock award granted on March 31, 2020. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. On February 7, 2022, 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) are based on the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 7, 2022. ( 5 )Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2021 fiscal year that were approved as part of the 2021 performance-based restricted stock award granted on May 20, 2021. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. On February 7, 2022, 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) are based on the closing price of the Company's Common Stock in trading on The Nasdaq Global Select Market on February 7, 2022. ( 6 )Shares held by the Seendripu Family Trust dated 10/5/09, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees. ( 7 )Shares held by the Kishore V. Seendripu 2019 Annuity Trust dated May 6, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee. ( 8 )Shares held by the Rekha S. Seendripu 2019 Annuity Trust dated May 6, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee. ( 9 )Shares held by the Kishore V. Seendripu 2019-2 Annuity Trust dated November 9, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee. ( 10 )Shares held by the Rekha S. Seendripu 2019-2 Annuity Trust dated November 9, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee. ( 11 )Shares held by the Kishore V. Seendripu 2020 Annuity Trust A dated June 1, 2020, a grantor retained annuity trust, for which the Reporting Person serves as trustee. ( 12 )Shares held by the Rekha S. Seendripu 2020 Annuity Trust A dated June 1, 2020, a grantor retained annuity trust, for which the Reporting Person serves as trustee. ( 13 )Shares held by the IKS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee. ( 14 )Shares held by the SS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee. ( 15 )Shares 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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