MAXLINEAR, INC — Director's Dealing 2010

Mar 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2010-03-29

Reporting Person: PRESIDIO MANAGEMENT GROUP VIII L L C (10% Owner)
Reporting Person: ROOT JONATHAN D (10% Owner)
Reporting Person: Rust Christopher J (10% Owner)
Reporting Person: Tansey Casey M (10% Owner)
Reporting Person: YOUNG PHILIP M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-29	Common Stock ($0.0001 par value)	C	5309952	—	Acquired	5309952	Indirect
2010-03-29	Common Stock ($0.0001 par value)	C	51253	—	Acquired	51253	Indirect
2010-03-29	Common Stock ($0.0001 par value)	C	49076	—	Acquired	49076	Indirect
2010-03-29	Common Stock ($0.0001 par value)	C	24877	—	Acquired	24877	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-29	Series A Convertible Preferred Stock	$0	C	3653501	Disposed		Common Stock (3653501)	Indirect
2010-03-29	Series A Convertible Preferred Stock	$0	C	35265	Disposed		Common Stock (35265)	Indirect
2010-03-29	Series A Convertible Preferred Stock	$0	C	33767	Disposed		Common Stock (33767)	Indirect
2010-03-29	Series A Convertible Preferred Stock	$0	C	17117	Disposed		Common Stock (17117)	Indirect
2010-03-29	Series B Convertible Preferred Stock	$0	C	1656451	Disposed		Common Stock (1656451)	Indirect
2010-03-29	Series B Convertible Preferred Stock	$0	C	15988	Disposed		Common Stock (15988)	Indirect
2010-03-29	Series B Convertible Preferred Stock	$0	C	15309	Disposed		Common Stock (15309)	Indirect
2010-03-29	Series B Convertible Preferred Stock	$0	C	7760	Disposed		Common Stock (7760)	Indirect

Footnotes

F1: Each share of Common Stock shall be automatically converted into one share of Class B Common Stock immediately prior to the closing of the Registrant's initial public offering on March 29, 2010.

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 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.

F3: See additional Form 4 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.

F4: Pursuant to the consent of the holders, each share of Series A Preferred Stock shall be converted into one share of Common Stock immediately prior to the closing of the Registrant's initial public offering and has no expiration date.

F5: Pursuant to the consent of the holders, each share of Series B Preferred Stock shall be converted into one share of Common Stock immediately prior to the closing of the Registrant's initial public offering and has no expiration date.