As filed with the Securities and Exchange Commission on March 24, 2022
Registration No. 333-          .  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MaxLinear, Inc.
(Exact name of registrant as specified in its charter)
Delaware14-1896129
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
5966 La Place Court, Suite 100
Carlsbad, California 92008
(Address of Principal Executive Offices)(Zip Code)
2010 EQUITY INCENTIVE PLAN
2010 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Kishore Seendripu, Ph.D.
5966 La Place Court, Suite 100
Carlsbad, California 92008
(Name and address of agent for service)
(760) 692-0711
(Telephone number, including area code, of agent for service)
Copies to:
Robert F. Kornegay
Wilson Sonsini Goodrich & Rosati
Professional Corporation
12235 El Camino Real, Suite 200
San Diego, California 92130
(858) 350-2300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
    


INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT
ON FORM S-8 NO. 333-217021, NO. 333-223847, NO. 333-230606, NO. 333-237274, NO. 333-254961
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plans is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2010 EIP and the 2010 ESPP under the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2017 (File No. 333-217021), the Registration Statement on Form S-8 filed with the Commission on March 22, 2018 (File No. 333-223847), the Registration Statement on Form S-8 filed with the Commission on March 29, 2019 (File No. 333-230606), the Registration Statement on Form S-8 filed with the Commission on March 19, 2020 (File No. 333-237274), and the Registration Statement on Form S-8 filed with the Commission on April 1, 2021 (File No. 333-254961). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on this 24th day of March 2022.
MAXLINEAR, INC.
(Registrant)
By:/s/ KISHORE SEENDRIPU, PH.D.
Kishore Seendripu, Ph.D.
President and Chief Executive Officer
Date: March 24, 2022(Principal Executive Officer)


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Kishore Seendripu, Ph.D. and Steven G. Litchfield, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
SignatureTitleDate
/s/ KISHORE SEENDRIPU, PH.D.President and Chief Executive OfficerMarch 24, 2022
Kishore Seendripu, Ph.D.(Principal Executive Officer)
/s/ STEVEN G. LITCHFIELDChief Financial Officer and Chief Corporate Strategy OfficerMarch 24, 2022
Steven G. Litchfield(Principal Financial Officer)
/s/ CONNIE KWONGCorporate ControllerMarch 24, 2022
Connie Kwong(Principal Accounting Officer)
/s/ THOMAS E. PARDUNLead DirectorMarch 24, 2022
Thomas E. Pardun
/s/ DANIEL A. ARTUSIDirectorMarch 24, 2022
Daniel A. Artusi
/s/ CAROLYN D. BEAVERDirectorMarch 24, 2022
Carolyn D. Beaver
/s/ GREGORY P. DOUGHERTYDirectorMarch 24, 2022
Gregory P. Dougherty
/s/ TSU-JAE KING LIU, PH.D.DirectorMarch 24, 2022
Tsu-Jae King Liu, Ph.D.
/s/ ALBERT J. MOYERDirectorMarch 24, 2022
Albert J. Moyer
/s/ DONALD E. SCHROCKDirectorMarch 24, 2022
Donald E. Schrock
/s/ THEODORE TEWKSBURY, PH.D.DirectorMarch 24, 2022
Theodore Tewksbury, Ph.D.



MAXLINEAR, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number
Description
4.1
4.2+
4.3+
4.4+
4.5+
5.1
23.1
23.2
24.1
107.1

+     Indicates management contract or compensatory plan, contract or arrangement.