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: REDDY MADHUKAR (VP, ICs and RF Systems Enginee)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock ($0.0001 par value)	77430	Direct
Common Stock ($0.0001 par value)	3969	Indirect
Common Stock ($0.0001 par value)	3969	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$0.2322	2015-10-28	Common Stock (39826)		Direct
Employee Stock Option (right to buy)	$0.3483	2016-07-06	Common Stock (43054)		Direct
Employee Stock Option (right to buy)	$1.1613	2017-08-07	Common Stock (154998)		Direct
Employee Stock Option (right to buy)	$4.2581	2019-07-28	Common Stock (21527)		Direct
Employee Stock Option (right to buy)	$7.4478	2019-10-27	Common Stock (80728)		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 and has 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 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 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: Shares held directly by Anavi Reddy UTMA of CA DG 07188-DD, a trust for the benefit of the Reporting Person's children, for which the Reporting Person serves as custodian. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F4: Shares held directly by Arnav Reddy UTMA of CA DG 07187-DD, a trust for the benefit of the Reporting Person's children, for which the Reporting Person serves as custodian. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F5: Shares subject to the option are fully vested and immediately exercisable.

F6: This stock option was granted on July 6, 2006 and vests over four years. Subject to the optionee's continuing to provide services, 2.08% of the shares vest and become exercisable at the end of each monthly period after July 1, 2006.

F7: This stock option was granted on August 7, 2007 and vests over four years. Subject to the optionee's continuing to provide services, 25% of the shares subject to the option vested and became immediately exercisable one year after grant, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter.

F8: 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 8, 2009, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter.

F9: 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.