Statement of Changes in Beneficial Ownership (4)
May 26 2021 - 6:57PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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LOUGHEED JAMES |
2. Issuer Name and Ticker or Trading Symbol
MAXLINEAR INC
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MXL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O MAXLINEAR, INC., 5966 LA PLACE COURT, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/24/2021 |
(Street)
CARLSBAD, CA 92008
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/24/2021 | | M | | 24292 | A | $13.03 | 110332 | D | |
Common Stock | 5/24/2021 | | S | | 24292 | D | $36.287 (1) | 86040 | D | |
Common Stock | 5/25/2021 | | M | | 6739 | A | $13.03 | 92779 | D | |
Common Stock | 5/25/2021 | | M | | 15620 | A | $12.17 | 108399 | D | |
Common Stock | 5/25/2021 | | M | | 7641 | A | $13.61 | 116040 | D | |
Common Stock | 5/25/2021 | | S | | 30000 | D | $36.6216 (2) | 86040 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Stock Option (right to buy) | $13.03 | 5/24/2021 | | M | | | 2531 | (3) | 9/14/2022 | Common Stock | 2531.0 | $0 | 0 | D | |
Stock Option (right to buy) | $13.03 | 5/24/2021 | | M | | | 21761 | (4) | 9/14/2022 | Common Stock | 21761.0 | $0 | 6739 | D | |
Stock Option (right to buy) | $13.03 | 5/25/2021 | | M | | | 6739 | (4) | 9/14/2022 | Common Stock | 6739.0 | $0 | 0 | D | |
Stock Option (right to buy) | $12.17 | 5/25/2021 | | M | | | 15620 | (5) | 2/1/2023 | Common Stock | 15620.0 | $0 | 0 | D | |
Stock Option (right to buy) | $13.61 | 5/25/2021 | | M | | | 7641 | (6) | 5/2/2023 | Common Stock | 7641.0 | $0 | 15836 | D | |
Explanation of Responses: |
(1) | Represents the weighted average share price of an aggregate total of 24,292 shares sold in the price range of $36.08 to $36.59 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(2) | Represents the weighted average share price of an aggregate total of 30,000 shares sold in the price range of $36.16 to $37.025 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. |
(3) | Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, the option shall vest as follows: (i) beginning on May 14, 2017 (the "Vesting Commencement Date) and through December 14, 2017, 11.452% of the shares subject to the option vest and become exercisable in equal monthly installments over such period on the same day of the month as the Vesting Commencement Date, (ii) beginning on January 14, 2018 and through December 14, 2018, 28.015% of the shares subject to the option shall vest and become exercisable in equal monthly installments over such period on the same day of the month as the Vesting Commencement Date, and (iii) beginning on January 14, 2019 and through December 14, 2019, 60.533% of the shares subject to the option shall vest and become exercisable in equal monthly installments on the same day of the month as the Vesting Commencement Date. |
(4) | Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, the option shall vest as follows: (i) beginning on May 14, 2017 (the "Vesting Commencement Date) and through December 14, 2017, 34.77% of the shares subject to the option vest and become exercisable in equal monthly installments over such period on the same day of the month as the Vesting Commencement Date, (ii) beginning on January 14, 2018 and through December 14, 2018, 47.32% of the shares subject to the option shall vest and become exercisable in equal monthly installments over such period on the same day of the month as the Vesting Commencement Date, and (iii) beginning on January 14, 2019 and through September 14, 2019, 17.91% of the shares subject to the option shall vest and become exercisable in equal monthly installments over such period on the same day of the month as the Vesting Commencement Date. |
(5) | Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, one thirty-third (1/33rd) of the shares subject to the option vested and became exercisable on June 1, 2017 (the "Vesting Commencement Date), and one thirty-third (1/33rd) of the shares subject to the option shall vest and become exercisable each month thereafter on the same day of the month as the Vesting Commencement Date. |
(6) | Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, one thirty-first (1/31st) of the shares subject to the option vested and became exercisable on June 2, 2017 (the "Vesting Commencement Date), and one thirty-first (1/31st) of the shares subject to the option shall vest and become exercisable each month thereafter on the same day of the month as the Vesting Commencement Date. |
Remarks: Vice President, Marketing, High Performance Analog |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LOUGHEED JAMES C/O MAXLINEAR, INC. 5966 LA PLACE COURT, SUITE 100 CARLSBAD, CA 92008 |
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| See Remarks |
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Signatures
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/s/ Connie Kwong, as Attorney-in-Fact | | 5/26/2021 |
**Signature of Reporting Person | Date |
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