- Initial Statement of Beneficial Ownership (3)
March 23 2010 - 4:05PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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KASTNER MICHAEL
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2. Date of Event Requiring Statement (MM/DD/YYYY)
3/23/2010
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3. Issuer Name
and
Ticker or Trading Symbol
MAXLINEAR INC [MXL]
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(Last)
(First)
(Middle)
2051 PALOMAR AIRPORT ROAD, SUITE 100
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Vice President, Sales /
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(Street)
CARLSBAD, CA 92011
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Employee Stock Option (right to buy)
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(1)
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10/1/2018
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Common Stock
(2)
(3)
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217471
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$1.4516
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D
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Employee Stock Option (right to buy)
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10/1/2008
(4)
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10/1/2018
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Common Stock
(2)
(3)
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8610
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$1.4516
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D
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Explanation of Responses:
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(
1)
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This stock option was granted on October 1, 2008 and vests over four years. Subject to the optionee's continuing to provide services, 25% of the shares subject to the option vested and became immediately exercisable one year after September 23, 2008, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter.
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(
2)
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Each share of Common Stock shall be automatically converted into one share of Class B Common Stock immediately prior to the closing of the Registrant's initial public offering on March 29, 2010 and has no expiration date.
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(
3)
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Following the conversion of Common Stock into Class B Common Stock immediately prior to the closing of the Registrant's initial public offering on March 29, 2010, each share of Class B Common Stock will be convertible into one share of Class A Common 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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(
4)
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This stock option was granted on October 1, 2008 and vests over four years. Subject to the Reporting Person's continuing to provide services, 25% of the shares subject to the option vested and became immediately exercisable one year after September 25, 2008 and 2.08% vest and become exercisable each month thereafter; however, all of the shares are early exercisable as of the date of grant, subject to the Reporting Person entering into a restricted stock purchase agreement.
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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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KASTNER MICHAEL
2051 PALOMAR AIRPORT ROAD
SUITE 100
CARLSBAD, CA 92011
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Vice President, Sales
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Signatures
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/s/ Patrick E. McCready, by power of attorney
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3/23/2010
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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 5(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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