Kwong Connie H. Form 4 MAXLINEAR / Connie H. Kwong 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^*

Kwong Connie H.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Corporate Controller & PAO

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2024

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	03/04/2024		F		1,054(1)	D	$20.3	43,726	D
Common Stock(2)	03/04/2024		M		1,019	A	$0	44,745	D
Common Stock	03/04/2024		F		1,019	D	$20.3	43,726	D

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
Restricted Stock Units	(2)	03/04/2024		M			288	(3)	(3)	Common Stock	288	$0	1,054	D
Restricted Stock Units	(2)	03/04/2024		M			731	(4)	(4)	Common Stock	731	$0	4,018	D

Explanation of Responses:

1. Reporting Person deferred delivery of shares of Common Stock awarded for the 2023 performance period under the Company's Executive Incentive Bonus Plan and the performance-based restricted stock awards for the 2021 and 2022 fiscal years reported in the Form 4 filed February 22, 2024. On March 4, 2024, the deferred shares were settled and shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock in trading on NASDAQ on March 4, 2024.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.

3. Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, twenty five percent (25%) of the 2,110 RSUs subject to the award will vest on February 20, 2023, and twenty five percent (25%) 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, 2026. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2024. On March 4, 2024, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is based on the closing price of the Company's Common Stock in trading on NASDAQ on March 4, 2024.

4. Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, twenty five percent (25%) of the 5,358 RSUs subject to the award will vest on February 20, 2024, and twenty five percent (25%) 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. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on February 20, 2024. On March 4, 2024, the deferred shares of Common Stock were delivered to the Reporting Person. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is based on the closing price of the Company's Common Stock in trading on NASDAQ on March 4, 2024.

Remarks:

	/s/ Connie Kwong	03/06/2024
	** 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).
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