William Torgerson - Feb 20, 2024 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
Feb 20, 2024
Transactions value $
-$36,040
Form type
4
Date filed
2/22/2024, 09:36 PM
Previous filing
Feb 6, 2024
Next filing
May 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MXL Common Stock Award $0 +4.04K +2.51% $0.00 165K Feb 20, 2024 Direct F1
transaction MXL Common Stock Award $0 +578 +0.35% $0.00 166K Feb 20, 2024 Direct F2
transaction MXL Common Stock Award $0 +858 +0.52% $0.00 166K Feb 20, 2024 Direct F3
transaction MXL Common Stock Options Exercise $0 +1.88K +1.11% $0.00 172K Feb 20, 2024 Direct F4
transaction MXL Common Stock Tax liability -$36K -1.88K -1.1% $19.15 170K Feb 20, 2024 Direct

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 -1.88K -9.38% $0.00 18.2K Feb 20, 2024 Common Stock 1.88K Direct F4, F5
transaction MXL Restricted Stock Units Award $0 +88.8K $0.00 88.8K Feb 22, 2024 Common Stock 88.8K Direct F4, F6
transaction MXL Stock Option (right to buy) Award $0 +200K $0.00 200K Feb 22, 2024 Common Stock 200K $18.76 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Common Stock issued to the Reporting Person for the 2023 performance period under the Company's Executive Incentive Bonus Plan (the "Bonus Plan"). All shares were issued pursuant to the Company's Amended and Restated 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 20, 2024. The Reporting Person has deferred settlement of the shares pursuant to a Restricted Stock Unit Election Form entered into by the Reporting Person on December 31, 2022 until the earliest of (i) the date of termination of the executive officer's service to the Company; or (ii) a qualifying change in control.
F2 Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2023 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 Amended and Restated 2010 Equity Incentive Plan. The Reporting Person has deferred settlement of the shares pursuant to a Restricted Stock Unit Election Form entered into by the Reporting Person on December 31, 2022 until the earliest of (i) the date of termination of the executive officer's service to the Company; or (ii) a qualifying change in control.
F3 Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the 2023 fiscal year that were approved as part of the 2022 performance-based restricted stock award granted on January 3, 2022. All shares were issued pursuant to the Company's Amended and Restated 2010 Equity Incentive Plan. The Reporting Person has deferred settlement of the shares pursuant to a Restricted Stock Unit Election Form entered into by the Reporting Person on December 31, 2022 until the earliest of (i) the date of termination of the executive officer's service to the Company; or (ii) a qualifying change in control.
F4 Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.
F5 Subject to the Reporting Person continuing to be a Service Provider (as defined in the Company's Amended and Restated 2010 Equity Incentive Plan) through each applicable vesting date, ten percent (10%) of the 25,980 RSUs subject to the award will vest on February 20, 2023, twenty percent (20%) of the RSUs subject to the award will vest on February 20, 2024, thirty percent (30%) of the RSUs subject to the award will vest on February 20, 2025, and forty percent (40%) of the RSUs subject to the award will vest on February 20, 2026, such that the award will be fully vested on February 20, 2026.
F6 Subject to the Reporting Person continuing to be a Service Provider (as defined in the Company's Amended and Restated 2010 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the RSUs subject to the award will vest on February 20, 2025, and one-third (1/3rd) of the RSUs subject to the award will vest annually on each February 20 thereafter, such that the award will be fully vested on February 20, 2027.
F7 Subject to the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2010 Equity Incentive Plan) on each applicable vesting date, ten percent (10%) of the shares subject to the option will vest on February 20, 2025; twenty percent (20%) of the shares subject to the option will vest on February 20, 2026; thirty percent (30%) of the shares subject to the option will vest on February 20, 2027; and forty percent (40%) of the shares subject to the option will vest on February 20, 2028, such that all the shares subject to the option will then be fully vested.