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: Battery Ventures VII, L.P. (10% Owner)
Reporting Person: Battery Investment Partners VII, LLC (10% Owner)
Reporting Person: Battery Partners VII, LLC (10% Owner)
Reporting Person: LAWLER KENNETH P (Director, 10% Owner)
Reporting Person: CROTTY THOMAS J (10% Owner)
Reporting Person: FRISBIE RICHARD D (10% Owner)
Reporting Person: JONES MORGAN M (10% Owner)
Reporting Person: Lee Roger H (10% Owner)
Reporting Person: TABORS R DAVID (10% Owner)
Reporting Person: TOBIN SCOTT R (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$0		Common Stock (3456927)		Indirect

Footnotes

F1: Each share of Series B Convertible 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 Issuer's initial public offering on March 29, 2010. There is no expiration date.

F2: Following the conversion of Common Stock into Class B Common Stock immediately prior to the closing of the Issuer's initial public offering on March 29, 2010, 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 closing of the Issuer'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.

F3: Of the reported securities 3,391,938 are owned directly by Battery Ventures VII, L.P. The sole general partner of Battery Ventures VII, L.P. is Battery Partners VII, LLC. The managing members of Battery Partners VII, LLC are Kenneth P. Lawler, Thomas J. Crotty, Richard D. Frisbie, Morgan M. Jones, Roger H. Lee, R. David Tabors and Scott R. Tobin, who hold voting and dispositive power for the shares held by Battery Ventures VII, L.P. Each of Messrs. Lawler, Crotty, Frisbie, Jones, Lee, Tabors and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

F4: Of the reported securities 64,989 are owned directly by Battery Investment Partners VII, LLC. The sole managing member of Battery Investment Partners VII, LLC is Battery Partners VII, LLC. The managing members of Battery Partners VII, LLC are Kenneth P. Lawler, Thomas J. Crotty, Richard D. Frisbie, Morgan M. Jones, Roger H. Lee, R. David Tabors and Scott R. Tobin, who hold voting and dispositive power for the shares held by Battery Ventures VII, L.P. Each of Messrs. Lawler, Crotty, Frisbie, Jones, Lee, Tabors and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.