MAXLINEAR, INC — Director's Dealing 2010

Mar 23, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2010-03-23

Reporting Person: PRESIDIO MANAGEMENT GROUP VIII L L C (10% Owner)
Reporting Person: US VENTURE PARTNERS VIII L P (10% Owner)
Reporting Person: USVP VIII AFFILIATES FUND L P (10% Owner)
Reporting Person: USVP ENTREPRENEUR PARTNERS VIII A L P (10% Owner)
Reporting Person: USVP ENTREPRENEUR PARTNERS VIII B L P (10% Owner)
Reporting Person: Connors Timothy J (10% Owner)
Reporting Person: FEDERMAN IRWIN (10% Owner)
Reporting Person: FU WINSTON S (10% Owner)
Reporting Person: KRAUSZ STEVEN M (10% Owner)
Reporting Person: LIDDLE DAVID E (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$0		Common Stock (3653501)		Indirect
Series A Convertible Preferred Stock	$0		Common Stock (35265)		Indirect
Series A Convertible Preferred Stock	$0		Common Stock (33767)		Indirect
Series A Convertible Preferred Stock	$0		Common Stock (17117)		Indirect
Series B Convertible Preferred Stock	$0		Common Stock (1656451)		Indirect
Series B Convertible Preferred Stock	$0		Common Stock (15988)		Indirect
Series B Convertible Preferred Stock	$0		Common Stock (15309)		Indirect
Series B Convertible Preferred Stock	$0		Common Stock (7760)		Indirect

Footnotes

F1: Each share of Series A Preferred Stock is convertible at any time at the election of the Reporting Persons and will automatically convert into one share of Common Stock immediately prior to the closing of the Registrant's initial public offering. There is no expiration date.

F2: Following the conversion of Common Stock into Class B Common Stock immediately prior to the closing of the Registrant's initial public offering, each share of Class B Common Stock will be convertible into one share of Class A Common Stock upon certain transfers and at the option of the holder. On the seventh anniversary of the Registrant's initial public offering, the Class B Common Stock and the Class A Common Stock will automatically convert into a single class of Common Stock

F3: See additional Form 3 filed by Presidio Management Group VIII, LLC ("PMG VIII") for additional members of this joint filing. PMG VIII is the general partner of US Venture Partners VIII, L.P. ("USVP VIII"), USVP Entrepreneur Partners VIII-A, L.P. ("EP VIII-A"), USVP Entrepreneur Partners VIII-B, L.P. ("EP VIII-B"), and USVP VIII Affiliates Fund, L.P. ("AFF VIII"), and Timothy Connors, Irwin Federman, Winston S. Fu, Steven M. Krausz, David E. Liddle, Jonathan D. Root, Christopher Rust, Casey M. Tansey and Philip M. Young, the managing members of PMG VIII, may be deemed to share voting and dispositive power over the shares held by USVP VIII, EP VIII-A, EP VIII-B and AFF VIII. Such persons and entities disclaim beneficial ownership of shares held by USVP VIII, EP VIII-A, EP VIII-B and AFF VIII except to the extent of any pecuniary interest therein.