0001209191-17-043969.txt : 20170706 0001209191-17-043969.hdr.sgml : 20170706 20170706160424 ACCESSION NUMBER: 0001209191-17-043969 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170630 FILED AS OF DATE: 20170706 DATE AS OF CHANGE: 20170706 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MAXLINEAR INC CENTRAL INDEX KEY: 0001288469 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 141896129 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5966 LA PLACE CT. CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 760-692-0711 MAIL ADDRESS: STREET 1: 5966 LA PLACE CT. CITY: CARLSBAD STATE: CA ZIP: 92008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LOUGHEED JAMES CENTRAL INDEX KEY: 0001642366 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34666 FILM NUMBER: 17952113 MAIL ADDRESS: STREET 1: 48720 KATO ROAD CITY: FREMONT STATE: CA ZIP: 94538 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-06-30 0 0001288469 MAXLINEAR INC MXL 0001642366 LOUGHEED JAMES C/O MAXLINEAR, INC. 5966 LA PLACE COURT, SUITE 100 CARLSBAD CA 92008 0 1 0 0 VP, Component Products Stock Option (Right to Buy) 21.02 2021-09-17 Common Stock 4828 D Stock Option (Right to Buy) 13.03 2022-09-14 Common Stock 12679 D Stock Option (Right to Buy) 13.61 2023-05-02 Common Stock 3786 D Stock Option (Right to Buy) 13.03 2022-09-14 Common Stock 28500 D Stock Option (Right to Buy) 12.17 2023-02-01 Common Stock 15620 D Stock Option (Right to Buy) 13.61 2023-05-02 Common Stock 23477 D Restricted Stock Units Common Stock 1514 D Restricted Stock Units Common Stock 9088 D Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, one-seventeenth (1/17th) of the shares subject to the option vested and became exercisable on May 17, 2017 (the "Vesting Commencement Date), and one seventeenth (1/17th) 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. 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. Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, one fifth (1/5th) of the shares subject to the option shall vest and become exercisable on January 2, 2020 (the "Vesting Commencement Date), and one fifth (1/5th) 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. 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. 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. 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. Subject to the Reporting Person continuing to provide services to the Company through such applicable vesting date, one hundred percent (100%) of the RSUs subject to the award shall vest on April 1, 2018. Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock. Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, twenty five percent (25%) of the RSUs subject to the award shall vest on October 3, 2017, and twenty five percent (25%) of the RSUs subject to the award shall vest on October 3rd each year thereafter. Exhibit 24 - Power of Attorney /a/ Connie Kwong, as Attorney-in-Fact 2017-07-06 EX-24.3_735492 2 poa.txt POA DOCUMENT POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MaxLinear, Inc. (the "Company"), hereby constitutes and appoints Kishore Seendripu, Curtis Ling, Adam Spice, Robert Kornegay, Jason Skolnik, Patrick Anding, Daniel Horwood, Yale Park, and Connie Kwong the undersigned's true and lawful attorneys-in-fact to: 1. complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company; and 2. do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate. The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended). This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of June, 2017. Signature: /s/ James Lougheed Print Name: James Lougheed Exhibit 24