Statement of Changes in Beneficial Ownership (4)
May 16 2017 - 5:24AM
Edgar (US Regulatory)
FORM 4
[
X
]
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
Estimated average burden
hours per response...
0.5
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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
*
Wark Daniel
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2. Issuer Name
and
Ticker or Trading Symbol
EXAR CORP
[
EXAR
]
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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, Wordlwide Operations
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(Last)
(First)
(Middle)
48720 KATO ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/12/2017
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(Street)
FREMONT, CA 94538
(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
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5/12/2017
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U
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36346
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D
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(1)
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11666
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D
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Common Stock
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5/12/2017
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D
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11666
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D
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(2)
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0
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D
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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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Stock Option (right to buy)
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$9.55
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5/12/2017
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D
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10850
(3)
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(3)
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9/17/2021
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Common Stock
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10850
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(3)
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0
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D
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Stock Option (right to buy)
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$9.03
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5/12/2017
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D
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15104
(4)
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(4)
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12/1/2021
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Common Stock
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15104
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(4)
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0
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D
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Stock Option (right to buy)
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$5.95
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5/12/2017
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D
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59375
(5)
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(5)
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9/21/2022
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Common Stock
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59375
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(5)
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0
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D
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Stock Option (right to buy)
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$8.07
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5/12/2017
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D
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100000
(6)
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(6)
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5/1/2019
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Common Stock
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100000
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(6)
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0
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D
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Stock Option (right to buy)
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$8.06
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5/12/2017
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D
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16800
(7)
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(7)
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10/1/2019
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Common Stock
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16800
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(7)
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0
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D
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Stock Option (right to buy)
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$9.55
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5/12/2017
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D
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5950
(8)
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(8)
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9/17/2021
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Common Stock
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5950
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(8)
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0
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D
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Stock Option (right to buy)
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$9.03
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5/12/2017
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D
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9896
(8)
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(8)
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12/1/2021
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Common Stock
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9896
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(8)
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0
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D
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Stock Option (right to buy)
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$5.95
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5/12/2017
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D
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90625
(8)
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(8)
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9/21/2022
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Common Stock
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90625
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(8)
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0
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D
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Explanation of Responses:
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(1)
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Tendered into and disposed of upon the closing of the tender offer initiated by Eagle Acquisition Corp. ("Purchaser") pursuant to the Agreement and Plan of Merger by and among MaxLinear, Inc. ("MaxLinear"), Purchaser (a wholly owned subsidiary of MaxLinear), and Issuer, dated as of March 28, 2017 (the "Merger Agreement"), whereby Purchaser offered to purchase each outstanding share of common stock of the Issuer ("Issuer Common Stock") for a cash payment of $13.00 per share (the "Offer Price").
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(2)
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Disposed of pursuant to the Merger Agreement whereby each unvested restricted stock unit ("RSU") award held by a continuing service provider was automatically converted into a corresponding stock unit award in that number of shares of MaxLinear's Common Stock equal to the product of the number of shares underlying the unvested Issuer RSU multiplied by the Option Exchange Ratio, rounded down to the nearest whole share, which converted stock unit awards vest by the Reporting Person's completion of the remaining service-vesting schedule or earlier by satisfaction of the terms and conditions required by MaxLinear. The Option Exchange Ratio was calculated as the quotient of the Offer Price over $28.61 (which is the volume weighted average closing price per share of MaxLinear's Common Stock as reported on the NYSE over the 10 consecutive trading days ending on the second trading immediately preceding the expiration of Purchaser's tender offer).
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(3)
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Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($3.45).
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(4)
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Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($3.97).
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(5)
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Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($7.05).
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(6)
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Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($4.93).
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(7)
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Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($4.94).
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(8)
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Disposed of pursuant to the Merger Agreement whereby each unvested option to acquire Issuer Common Stock subject only to time-based vesting and held by a continuing service provider was automatically converted into a corresponding option to purchase that number of shares of MaxLinear's Common Stock equal to the product of the number of shares underlying the Issuer option multiplied by the Option Exchange Ratio, rounded down to the nearest whole share, at an exercise price equal to the exercise price per share of Issuer Common Stock divided by the Option Exchange Ratio, rounded up to the nearest whole cent. These converted stock unit awards vest by the Reporting Person's completion of the remaining time-based vesting schedule or earlier by satisfaction of the terms and conditions required by MaxLinear.
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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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Wark Daniel
48720 KATO ROAD
FREMONT, CA 94538
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VP, Wordlwide Operations
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Signatures
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/s/ Jessica Wu For: Daniel Wark
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5/15/2017
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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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