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: LING CURTIS (Director, Chief Technical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-29	Common Stock ($0.0001 par value)	C	37395	—	Acquired	707403	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-29	Series A Convertible Preferred Stock	$0.00	C	37395	Disposed		Common Stock (37395)	Direct

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: 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.