MAXLINEAR, INC — Director's Dealing 2010

Nov 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2010-11-05

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
2010-11-05	Class A Common Stock ($0.0001 par value)	C	475000	—	Acquired	475000	Indirect
2010-11-05	Class A Common Stock ($0.0001 par value)	C	4585	—	Acquired	4585	Indirect
2010-11-05	Class A Common Stock ($0.0001 par value)	C	4390	—	Acquired	4390	Indirect
2010-11-05	Class A Common Stock ($0.0001 par value)	C	2225	—	Acquired	2225	Indirect
2010-11-05	Class A Common Stock ($0.0001 par value)	J	475000	—	Disposed	0	Indirect
2010-11-05	Class A Common Stock ($0.0001 par value)	J	4585	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-05	Class B Common Stock (convertible into Class A Common Stock)	$	C	475000	Disposed		Class A Common Stock ($0.0001 par value) (475000)	Indirect
2010-11-05	Class B Common Stock (convertible into Class A Common Stock)	$	C	4585	Disposed		Class A Common Stock ($0.0001 par value) (4585)	Indirect
2010-11-05	Class B Common Stock (convertible into Class A Common Stock)	$	C	4390	Disposed		Class A Common Stock ($0.0001 par value) (4390)	Indirect
2010-11-05	Class B Common Stock (convertible into Class A Common Stock)	$	C	2225	Disposed		Class A Common Stock ($0.0001 par value) (2225)	Indirect

Footnotes

F1: Each share of Class A Common Stock, which is the publicly traded stock, was issued upon conversion of one share of Class B Common Stock at the election of the Reporting Persons.

F2: Distribution in kind from partnership without consideration to its general and limited partners.

F3: Each share of Class B Common Stock is convertible into one share of Class A Common Stock, which is the Registrant's publicly traded stock registered under Section 12(b) of the Securities and Exchange Act of 1934, as amended, 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

F4: 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 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.