MaxLinear, Inc. (NYSE:MXL) Files An 8-K Material Modification to Rights of Security Holders

Item3.03.

On March29, 2017, all outstanding shares of MaxLinear, Inc.s (the
Company) ClassA common stock, par value $0.0001 per share (the
ClassA shares), and ClassB common stock, par value $0.0001 per
share (the ClassB shares), automatically converted into a single
class of common stock (the Conversion) to the terms of the
Companys Fifth Amended and Restated Certificate of Incorporation
(the Certificate). No additional ClassA shares or ClassB shares
will be issued following the Conversion.

The Conversion occurred to Article IV, Section E.3 of the
Certificate, which provided that each one issued share of ClassA
common stock and each one issued share of ClassB common stock
would convert automatically, without any further action, into one
share of our common stock, par value $0.0001 per share (the
Common Stock), at 5:00 p.m. New York City time on the first
trading day falling on or after the seventh anniversary of our
initial public offering.

Also in accordance with Article IV, Section E.3 of the
Certificate, and as required by Section243 of the Delaware
General Corporation Law (Section243), we filed a certificate with
the Secretary of State of the State of Delaware effecting the
retirement and cancellation of the ClassA shares and ClassB
shares that were outstanding at the time of the Conversion (the
Certificate of Retirement). to Section243, the Certificate of
Retirement had the additional effect of amending the Certificate
to eliminate the obsolete provisions relating to the dual-class
common stock structure.

The Conversion had the following effects, among others, on the
holders of ClassA shares and ClassB shares:

Voting Power. Prior to the Conversion, holders of ClassA
shares were entitled to cast one vote per share and holders of
ClassB shares were entitled to cast ten votes per share with
respect to transactions that would result in a change of control
of the Company or that related to our equity incentive plans. In
addition, holders of ClassB shares had the exclusive right to
elect two members of our Board of Directors, each referred to as
a ClassB Director. As a result of the Conversion, all holders of
common stock have only one vote per share on all matters subject
to a stockholder vote. In addition, the provisions of the
Certificate and Delaware law that entitled the holders of ClassA
shares and ClassB shares, in certain circumstances, to separate
class voting rights are no longer applicable as a result of the
Conversion because the Company now has only a single class of
common stock outstanding.

Economic Interests. The Conversion had no impact on the
economic interests of holders of ClassA shares and ClassB shares,
including with regard to dividends, liquidation rights and
redemption.

Capitalization. The Conversion had no impact on the
total number of issued and outstanding shares of capital stock;
the ClassA shares and ClassB shares converted into an equivalent
number of shares of common stock. In addition, the Conversion did
not increase the total number of authorized shares of common
stock, which prior to the Conversion was, and remains,
550,000,000 shares. However, the Companys total number of
authorized shares of capital stock was reduced from 1,575,000,000
to 1,509,554,147, to account for the retirement of the Class A
shares and Class B shares that were outstanding at the time of
the Conversion. Following the Conversion, the Companys authorized
capital stock includes 441,123,947 Class A shares and 493,430,200
Class B shares, which represents Class A shares and Class B
shares that were authorized but unissued at the time of the
Conversion. No additional Class A shares or Class B shares will
be issued following the Conversion.

Resale of Common Stock. Shares of common stock may be
sold in the same manner as the ClassA shares and ClassB shares
were previously sold. The Companys affiliates and holders of any
shares that constitute restricted securities will continue to be
subject to the restrictions specified in Rule 144 promulgated
under the Securities Act of 1933, as amended.

Equity Incentive Plans. Upon Conversion, outstanding
options and restricted stock units denominated in ClassA shares
or ClassB shares issued under any of the Companys equity
incentive plans remained unchanged, except that they now
represent the right to receive shares of the single class of
common stock rather than ClassA shares or ClassB shares.

2

As described under Item 3.03, on March29, 2017, the Company filed
the Certificate of Retirement with the Secretary of State of the
State of Delaware to retire and cancel the ClassA shares and
ClassB shares. The Certificate of Retirement also had the effect
of amending the Certificate to eliminate the obsolete provisions
relating to the dual-class common stock structure, such as:

The foregoing description of the Certificate of Retirement is a
summary only and is qualified in its entirety by reference to the
full text of the Certificate of Retirement, a copy of which is
attached as Exhibit 3.1 hereto, which is incorporated by
reference into this Item 5.03.

In connection with the Conversion, the Companys common stock will
continue to trade on the New York Stock Exchange under the ticker
symbol MXL and will maintain the same CUSIP number previously
assigned to the ClassA shares.

(d) Exhibits

3

About MaxLinear, Inc. (NYSE:MXL)

MaxLinear, Inc. is a provider of integrated, radio-frequency (RF) and mixed-signal integrated circuits for broadband communications and data center, metro, and long-haul transport network applications. The Company’s RF receiver products capture and process digital and analog broadband signals to be decoded for various applications. The Company’s products enable the display of broadband video and data content in a range of electronic devices, including cable and terrestrial and satellite set-top boxes, data over cable service interface specification (DOCSIS) data and voice gateways, hybrid analog and digital televisions, satellite low-noise blocker transponders or outdoor units, and optical modules for data center, metro and long-haul transport network applications. The Company offers semiconductor products, such as RF Receivers, RF Receiver systems-on-chip (SoCs), Laser Modulator Drivers, Transimpedance Amplifiers, and Clock and Data Recovery Circuits.

MaxLinear, Inc. (NYSE:MXL) Recent Trading Information

MaxLinear, Inc. (NYSE:MXL) closed its last trading session up +1.44 at 27.95 with 1,395,138 shares trading hands.