SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MAXLINEAR INC [ MXL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/29/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class A Common Stock | 03/29/2017 | C(1) | 66,252 | D | $0.00 | 0 | D | |||
| Common Stock | 03/29/2017 | C(1) | 66,252 | A | $0.00 | 66,252 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | (2) | 03/29/2017 | J(3) | 6,217 | (4) | (4) | Class A Common Stock | 6,217 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (5) | 03/29/2017 | J(3) | 6,217 | (4) | (4) | Common Stock | 6,217 | $0.00 | 6,217 | D | ||||
| Stock Option (Right to Buy) | $4.2581 | 03/29/2017 | J(6) | 16,575 | (7) | 07/27/2019(8) | Class B Common Stock | 16,575 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $4.2581 | 03/29/2017 | J(6) | 16,575 | (7) | 07/27/2019(8) | Common Stock | 16,575 | $0.00 | 16,575 | D | ||||
| Stock Option (Right to Buy) | $14 | 03/29/2017 | J(6) | 10,857 | (9) | 03/23/2020 | Class A Common Stock | 10,857 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $14 | 03/29/2017 | J(6) | 10,857 | (9) | 03/23/2020 | Common Stock | 10,857 | $0.00 | 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 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $9.1 | 03/29/2017 | J(6) | 21,149 | (10) | 05/06/2018 | Common Stock | 21,149 | $0.00 | 21,149 | D | ||||
| Explanation of Responses: |
| 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. 34,575 options were originally granted on July 28, 2009. 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 July 28, 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 July 28, 2019 was reported in the Form 4 filed on March 30, 2010. The correct expiration date is July 27, 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. |
| Remarks: |
| /s/ Adam Spice, as Attorney-in-Fact | 03/30/2017 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||