William Torgerson - May 20, 2023 Form 4 Insider Report for MAXLINEAR, INC (MXL)

Role: VP/GM, Broadband Group
Signature: /s/ Connie Kwong, as Attorney-in-Fact
Stock symbol: MXL
Transactions as of: May 20, 2023
Transactions value $: -$84,880
Form type: 4
Date filed: 5/23/2023, 04:38 PM
Previous filing: Feb 21, 2023
Next filing: Aug 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MXL	Common Stock	Options Exercise	$0	+2.97K	+1.91%	$0.00	158K	May 20, 2023	Direct	F1
transaction	MXL	Common Stock	Tax liability	-$84.9K	-2.97K	-1.88%	$28.56	155K	May 20, 2023	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MXL	Restricted Stock Units	Options Exercise	$0	-2.19K	-15.44%	$0.00	12K	May 20, 2023	Common Stock	2.19K		Direct	F1, F3
transaction	MXL	Restricted Stock Units	Options Exercise	$0	-782	-6.5%	$0.00	11.2K	May 20, 2023	Common Stock	782		Direct	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.
F2	On May 20, 2023, the Reporting Person's RSUs vested. The RSUs were settled on May 22, 2023, the first business day following the vesting date. The closing price of the Issuer's Common Stock on May 19, 2023 was the settlement price used to calculate the shares withheld.
F3	Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, ten percent (10%) of the 29,991 RSUs subject to the award will vest on May 20, 2021; twenty percent (20%) of the RSUs subject to the award will vest on May 20, 2022; thirty percent (30%) of the RSUs subject to the award will vest on May 20, 2023; and forty percent (40%) of the RSUs subject to the award shall vest on May 20, 2024, such that all the RSUs subject to the award will then be fully vested.
F4	Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, ten percent (10%) of the 16,061 RSUs subject to the award will vest on May 20, 2022; twenty percent (20%) of the RSUs subject to the award will vest on May 20, 2023; thirty percent (30%) of the RSUs subject to the award will vest on May 20, 2024; and forty percent (40%) of the RSUs subject to the award will vest on May 20, 2025, such that all the RSUs subject to the award will then be fully vested.