Kishore Seendripu Form 4 MAXLINEAR / KISHORE SEENDRIPU ownership change

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^*

SEENDRIPU KISHORE

(Last) (First) (Middle)

C/O MAXLINEAR, INC.

5966 LA PLACE COURT, SUITE 100

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MAXLINEAR, INC [ MXL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock	08/20/2023		A		2,076(1)	A	$0	601,491	D
Common Stock	08/20/2023		A		2,727(1)	A	$0	604,218	D
Common Stock								909,242	I	See footnote(2)
Common Stock								104,049	I	See footnote(3)
Common Stock								104,049	I	See footnote(4)
Common Stock								285,552	I	See footnote(5)
Common Stock								285,552	I	See footnote(6)
Common Stock								182,893	I	See footnote(7)
Common Stock								565,161	I	See footnote(8)
Common Stock								565,161	I	See footnote(9)
Common Stock								396,526	I	See footnote(10)
Common Stock								396,526	I	See footnote(11)
Common Stock								18,920	I	See footnote(12)

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 (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

Explanation of Responses:

1. Represents shares of Common Stock issued to the Reporting Person in connection with the achievement of financial performance conditions for the performance period ended July 2023 that were approved as part of the 2022 performance-based restricted stock award granted on July 29, 2022. All shares were issued pursuant to the Company's 2010 Equity Incentive Plan. The Reporting Person has deferred settlement of the shares pursuant to a Performance-Based Restricted Stock Unit Election Form entered into by the Reporting Person on September 15, 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.

2. Shares held by the Seendripu Family Trust dated 10/5/09, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees.

3. Shares held by the Kishore V. Seendripu 2022 Annuity Trust A, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

4. Shares held by the Rekha S. Seendripu 2022 Annuity Trust A, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

5. Shares held by the Kishore V. Seendripu 2022 Annuity Trust B, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

6. Shares held by the Rekha S. Seendripu 2022 Annuity Trust B, a grantor retained annuity trust, for which the Reporting Person serves as trustee.

7. Shares held by The Seendripu Family Fund, a donor advised fund, for which the Reporting Person and the Reporting Person's spouse serve as advisors.

8. Shares held by the Samira Seendripu Trust dtd 10/5/2009, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee.

9. Shares held by the Ishan Krishna Seendripu Trust dtd 10/5/09, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee.

10. Shares held by the SS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee.

11. Shares held by the SS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, for which the Reporting Person, the Reporting Person's spouse the Reporting Person's sister-in-law serve as co-trustees.

12. Shares held by the Seendripu Relatives Trust dated 10/5/09, a trust for the benefit of the Reporting Person's parents and siblings, and for which the Reporting Person serves as trustee.

Remarks:

	/s/ Connie Kwong, as Attorney-in-Fact	08/22/2023
	** 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.
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