Sec Form 4 Filing - LITCHFIELD STEVEN G @ MAXLINEAR INC - 2022-05-20

Insider filing report for Changes in Beneficial Ownership
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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
LITCHFIELD STEVEN G
2. Issuer Name and Ticker or Trading Symbol
MAXLINEAR INC [ MXL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See remarks
(Last) (First) (Middle)
C/O MAXLINEAR, INC., 5966 LA PLACE COURT, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2022
(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( 1 ) 05/20/2022 M 2,779 A $ 0 195,084( 2 ) D
Common Stock 05/20/2022 F 2,779 D $ 38.45 192,305 D
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
Restricted Stock Units ( 1 ) 05/20/2022 M 1,611 ( 3 ) ( 3 ) Common Stock 1,611 $ 0 3,250 D
Restricted Stock Units ( 1 ) 05/20/2022 M 1,168 ( 4 ) ( 4 ) Common Stock 1,168 $ 0 7,070 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LITCHFIELD STEVEN G
C/O MAXLINEAR, INC.
5966 LA PLACE COURT, SUITE 100
CARLSBAD, CA92008
See remarks
Signatures
/s/ Connie Kwong, as Attorney-in-Fact 05/24/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.
( 2 )Includes 362 shares of Common Stock acquired under the Company's 2010 Employee Stock Purchase Plan on May 16, 2022.
( 3 )Subject 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 52,000 RSUs will vest on August 20, 2019, and one-sixteenth (1/16th) of the RSUs will vest on each November 20, February 20, May 20, and August 20 thereafter, such that the award will be fully vested on August 20, 2022.
( 4 )Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-fourth (1/4th) of the 9,427 RSUs will vest on May 20, 2022, and one-fourth (1/4th) of the RSUs subject to the award will vest on each May 20 thereafter, such that the award will be fully vested on May 20, 2025.

Remarks:
Chief Financial Officer and Chief Corporate Strategy Officer

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