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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 03/29/2017 | J(3) | 6,217 | (4) | (4) | Class A Common Stock | 6,217 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (5) | 03/29/2017 | J(3) | 6,217 | (4) | (4) | Common Stock | 6,217 | $ 0 | 6,217 | D | ||||
| Stock Option (Right to Buy) | $ 7.4478 | 03/29/2017 | J(6) | 34,575 | (7) | 10/26/2019(8) | Class B Common Stock | 34,575 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 7.4478 | 03/29/2017 | J(6) | 34,575 | (7) | 10/26/2019(8) | Common Stock | 34,575 | $ 0 | 34,575 | D | ||||
| Stock Option (Right to Buy) | $ 14 | 03/29/2017 | J(6) | 10,857 | (9) | 03/23/2020 | Class A Common Stock | 10,857 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 14 | 03/29/2017 | J(6) | 10,857 | (9) | 03/23/2020 | Common Stock | 10,857 | $ 0 | 10,857 | D | ||||
| Stock Option (Right to Buy) | $ 9.1 | 03/29/2017 | J(6) | 21,149 | (10) | 05/06/2018 | Class A Common Stock | 21,149 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 9.1 | 03/29/2017 | J(6) | 21,149 | (10) | 05/06/2018 | Common Stock | 21,149 | $ 0 | 21,149 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCHROCK DONALD E C/O MAXLINEAR, INC. 5966 LA PLACE COURT, SUITE 100 CARLSBAD, CA 92008 |
X | |||
| /s/ Adam Spice, as Attorney-in-Fact | 03/30/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On March 29, 2017, each share of the Issuer's outstanding Class A Common Stock and Class B Common Stock automatically converted into one share of outstanding Common Stock pursuant to the Issuer's Amended and Restated Certificate of Incorporation. |
| (2) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| (3) | In connection with the conversion described in footnote (1), outstanding RSUs denominated by Class A Common Stock issued under the Issuer's 2010 Equity Incentive Plan remain unchanged, except that they now represent a contingent right to receive one share of the Issuer's Common Stock. |
| (4) | Subject to the Reporting Person's continuing as a Director (as defined in the 2010 Equity Incentive Plan) through such date, one hundred percent (100%) of the RSUs subject to the award will vest on the earlier to occur of May 1, 2017 or the date immediately preceding the 2017 annual meeting of stockholders. |
| (5) | Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. |
| (6) | In connection with the conversion described in footnote (1), outstanding options denominated by Class A Common Stock issued under the Issuer's 2010 Equity Incentive Plan or denominated by Class B Common Stock issued under the Issuer's 2004 Stock Plan remain unchanged, except that they now represent a right to receive one share of the Issuer's Common Stock. |
| (7) | Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2004 Stock Plan) through each applicable vesting date, twenty five percent (25%) of the shares subject to the option vested and became exercisable on October 27, 2010, and 2.08% of the shares vested and became exercisable at the end of each monthly period thereafter. |
| (8) | An incorrect expiration date of October 27, 2019 was reported in the Form 4 filed on March 30, 2010. The correct expiration date is October 26, 2019. |
| (9) | Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through such applicable vesting date, one hundred percent (100%) of the shares subject to the option vested and became exercisable on March 23, 2011. |
| (10) | Subject to the Reporting Person's continuing as a Director (as defined in the 2010 Equity Incentive Plan) through such applicable vesting date, one hundred percent (100%) of the shares subject to the option vested and became exercisable on the day prior to the 2012 annual meeting of stockholders. |