Edgar Filing: SEENDRIPU KISHORE

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SEENDRIPU KISHORE

2. Issuer Name and Ticker or Trading Symbol
MAXLINEAR INC [MXL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

2051 PALOMAR AIRPORT ROAD, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2010

(Street)

CARLSBAD, CA 92011

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ($0.0001 par value) ⁽¹⁾ ⁽²⁾	03/29/2010		J⁽¹⁾		18,920	D	⁽¹⁾ ⁽²⁾	0	I	See footnote ⁽³⁾
Common Stock ($0.0001 par value) ⁽¹⁾ ⁽²⁾	03/29/2010		J⁽¹⁾		2,163,116	D	⁽¹⁾ ⁽²⁾	0	I	See footnote ⁽⁴⁾
Common Stock ($0.0001 par value) ⁽¹⁾ ⁽²⁾	03/29/2010		J⁽¹⁾		1,065,616	D	⁽¹⁾ ⁽²⁾	0	I	See footnote ⁽⁵⁾
Common Stock ($0.0001 par value) ⁽¹⁾ ⁽²⁾	03/29/2010		J⁽¹⁾		1,065,616	D	⁽¹⁾ ⁽²⁾	0	I	See footnote ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock (convertible into Class A Common Stock) ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

03/29/2010

J⁽¹⁾

18,920

⁽²⁾

Class A Common Stock ($0.0001 par value)

18,920

$ 0

18,920

See footnote ⁽³⁾

Class B Common Stock (convertible into Class A Common Stock) ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

03/29/2010

J⁽¹⁾

2,163,116

⁽²⁾

Class A Common Stock ($0.0001 par value)

2,163,116

$ 0

2,163,116

See footnote ⁽⁴⁾

Class B Common Stock (convertible into Class A Common Stock) ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

03/29/2010

J⁽¹⁾

1,065,616

⁽²⁾

Class A Common Stock ($0.0001 par value)

1,065,616

$ 0

1,065,616

See footnote ⁽⁵⁾

Class B Common Stock (convertible into Class A Common Stock) ⁽¹⁾ ⁽²⁾

⁽¹⁾ ⁽²⁾

03/29/2010

J⁽¹⁾

1,065,616

⁽²⁾

Class A Common Stock ($0.0001 par value)

1,065,616

$ 0

1,065,616

See footnote ⁽⁶⁾

Employee Stock Option (right to buy)

$ 4.6916

03/29/2010

J⁽⁷⁾

86,110

⁽⁸⁾

07/28/2019

Common Stock

86,110

$ 0

Employee Stock Option (right to buy)

$ 8.191

03/29/2010

J⁽⁷⁾

226,039

⁽⁹⁾

10/27/2019

Common Stock

226,039

$ 0

Employee Stock Option (right to buy)

$ 4.6916

03/29/2010

J⁽⁷⁾

86,110

⁽⁸⁾

07/28/2019

Class B Common Stock

86,110

$ 0

86,110

Employee Stock Option (right to buy)

$ 8.191

03/29/2010

J⁽⁷⁾

226,039

⁽⁹⁾

10/27/2019

Class B Common Stock

226,039

$ 0

226,039

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SEENDRIPU KISHORE 2051 PALOMAR AIRPORT ROAD SUITE 100 CARLSBAD, CA 92011	X	X	President and CEO

Signatures

/s/ Patrick E. McCready, by power of attorney		03/29/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock ($0.0001 par value) automatically converted into one share of Class B Common Stock ($0.0001 par value) immediately prior to the closing of the Registrant's initial public offering on March 29, 2010.
(2)	Each share of Class B Common Stock is convertible into one share of Class A Common Stock, which is the Registrant's publicly traded stock registered under Section 12(b) of the Securities and Exchange Act of 1934, as amended, 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.
(3)	Shares held directly by the Seendripu Relatives Trust dated 10/5/09, a trust for the benefit of the Reporting Person's parents, siblings, and for which the Reporting Person serves as trustee.
(4)	Shares held directly by the Seendripu Family Trust dated 10/5/09, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees.
(5)	Shares held directly by the Kishore V. Seendripu Annuity Trust dated 10/5/09, a grantor retained annuity trust, for which the Reporting Person serves as trustee.
(6)	Shares held directly by the Rekha S. Seendripu Annuity Trust dated 10/5/09, a grantor retained annuity trust, for which the Reporting Person's spouse serves as trustee.
(7)	Pursuant to a reclassification exempt under Rule 16b-7, each employee stock option to purchase one share of Common Stock ($0.0001 par value) automatically converted into an option to purchase one share of Class B Common Stock ($0.0001 par value) immediately prior to the closing of the Registrant's initial public offering on March 29, 2010.
(8)	This stock option was granted on July 28, 2009 and vests over four years. Subject to the optionee's continuing to provide services, 25% of the shares subject to the option vest and become exercisable one year after May 10, 2009, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter.
(9)	This stock option was granted on October 27, 2009 and vests over four years. Subject to optionee's continuing to provide services, 10% of the shares subject to the stock option vest and become exercisable one year after the grant date, 20% of the shares subject to the stock option vest and become exercisable on the second anniversary of the grant date, 30% of the shares subject to the stock option vest and become exercisable on the third anniversary of the grant date, and 40% of the shares subject to the shares subject to the stock option vest and become exercisable on the fourth anniversary of the grant date.

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