Sec Form 4 Filing - SEENDRIPU KISHORE @ MAXLINEAR, INC - 2023-05-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SEENDRIPU KISHORE 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 (Last) (First) (Middle) C/O MAXLINEAR, INC., 5966 LA PLACE COURT, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 05/29/2023 (Street) CARLSBAD, CA92008 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 05/29/2023 M 15,590 A $ 0 533,483 D Common Stock 05/29/2023 F 15,590 D $ 29.72 517,893 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 05/29/2023 M 11,407 ( 13 ) ( 13 ) Common Stock 11,407 $ 0 21,422 D Restricted Stock Units ( 1 ) 05/29/2023 M 4,183 ( 14 ) ( 14 ) Common Stock 4,183 $ 0 15,712 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SEENDRIPU KISHORE C/O MAXLINEAR, INC. 5966 LA PLACE COURT, SUITE 100 CARLSBAD, CA92008 X X Chairman, President and CEO Signatures /s/ Steven G. Litchfield, as Attorney-in-Fact 05/31/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock. ( 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 10/5/09, 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 IKS 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. ( 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. ( 13 )Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-fourth (1/4th) of the 85,689 RSUs subject to the award will vest on May 20, 2021, and one fourth (1/4th) of the RSUs subject to the award will vest on each May 20, thereafter, such that the award will be fully vested on May 20, 2024. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on May 20, 2023. On May 29, 2023, 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 May 26, 2023. ( 14 )Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-fourth (1/4th) of the 31,424 RSUs will vest on May 20, 2022, and one-fourth (1/4th) of the RSUs subject to the award will vest on each May 20 thereafter, such that the award will be fully vested on May 20, 2025. Reporting Person deferred delivery of shares of Common Stock issuable upon the vesting of RSUs on May 20, 2023. On May 29, 2023, 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 May 26, 2023.

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.