- Statement of Changes in Beneficial Ownership (4)
February 08 2011 - 8:34PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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February 28, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
IMURA KIMIHIKO
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2. Issuer Name
and
Ticker or Trading Symbol
MAXLINEAR INC
[
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)
VP, Semiconductor Tech & Ops
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(Last)
(First)
(Middle)
2051 PALOMAR AIRPORT ROAD, SUITE 100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/7/2011
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(Street)
CARLSBAD, CA 92011
(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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Class A Common Stock ($0.0001 par value)
(1)
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2/7/2011
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C
(1)
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7500
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A
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(1)
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7500
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D
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Class A Common Stock ($0.0001 par value)
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2/7/2011
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S
(2)
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7500
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D
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$12
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0
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D
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Class A Common Stock ($0.0001 par value)
(1)
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2/7/2011
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C
(1)
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2500
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A
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(1)
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2500
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I
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See Footnote
(3)
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Class A Common Stock ($0.0001 par value)
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2/7/2011
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S
(2)
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2500
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D
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$12
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0
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I
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See Footnote
(3)
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Class A Common Stock ($0.0001 par value)
(1)
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2/7/2011
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C
(1)
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2500
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A
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(1)
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2500
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I
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See Footnote
(4)
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Class A Common Stock ($0.0001 par value)
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2/7/2011
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S
(2)
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2500
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D
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$12
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0
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I
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See Footnote
(4)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock (convertible into Class A Common Stock)
(1)
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(5)
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2/7/2011
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C
(1)
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7500
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(5)
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(5)
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Class A Common Stock ($0.0001 par value)
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7500
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$0.00
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31499
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D
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Class B Common Stock (convertible into Class A Common Stock)
(1)
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(5)
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2/7/2011
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C
(1)
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2500
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(5)
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(5)
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Class A Common Stock ($0.0001 par value)
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2500
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$0.00
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87041
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I
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See Footnote
(3)
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Class B Common Stock (convertible into Class A Common Stock)
(1)
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(5)
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2/7/2011
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C
(1)
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2500
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(5)
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(5)
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Class A Common Stock ($0.0001 par value)
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2500
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$0.00
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87041
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I
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See Footnote
(4)
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Explanation of Responses:
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(
1)
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Reflects shares of Class B common stock converted into an equivalent number of shares of Class A common stock pursuant to a power of attorney granted by the reporting person on June 7, 2010 in connection with the adoption of a Rule 10b5-1 trading plan.
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(
2)
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The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 7, 2010.
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(
3)
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Shares held directly by KI Trust, a grantor retained annuity trust, for which the Reporting Person serves as trustee.
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(
4)
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Shares held directly by YI Trust, a grantor retained annuity trust, for which the Reporting Person's spouse serves as trustee.
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(
5)
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Each share of Class B Common Stock is convertible into one share of Class A Common Stock, which is the publicly traded stock, upon certain transfers and at the option of the holder. On the seventh anniversary of the closing of the Registrant's initial public offering (March 29, 2017), the Class B Common Stock and the Class A Common Stock will automatically convert into a single class of Common Stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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IMURA KIMIHIKO
2051 PALOMAR AIRPORT ROAD
SUITE 100
CARLSBAD, CA 92011
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VP, Semiconductor Tech & Ops
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Signatures
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/s/ Patrick E. McCready, by power of attorney
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2/8/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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