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: Mission Ventures Management III LLC (10% Owner)
Reporting Person: Mission Ventures III LP (10% Owner)
Reporting Person: Mission Ventures Affiliates III LP (10% Owner)
Reporting Person: Alexander Edward E (Director, 10% Owner)
Reporting Person: RYAN DAVID J (10% Owner)
Reporting Person: KIBBLE ROBERT F (10% Owner)
Reporting Person: SPIEGEL LEO (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	1885570	—	Acquired	1885570	Indirect
2010-03-29	Common Stock ($0.0001 par value)	C	82665	—	Acquired	82665	Indirect
2010-03-29	Common Stock ($0.0001 par value)	C	1251911	—	Acquired	1251911	Indirect
2010-03-29	Common Stock ($0.0001 par value)	C	54885	—	Acquired	54885	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-29	Series A Convertible Preferred Stock	$0.00	C	1885570	Disposed		Common Stock (1885570)	Indirect
2010-03-29	Series A Convertible Preferred Stock	$0.00	C	82665	Disposed		Common Stock (82665)	Indirect
2010-03-29	Series B Convertible Preferred Stock	$0.00	C	1251911	Disposed		Common Stock (1251911)	Indirect
2010-03-29	Series B Convertible Preferred Stock	$0.00	C	54885	Disposed		Common Stock (54885)	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 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 Mission Ventures III, L.P. ("Mission Ventures"). Mission Ventures Management III, L.L.C. ("MVM III"), is the sole general partner of Mission Ventures and has voting and investment control over the shares held by Mission Ventures. MVM III disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. MVM III has a pecuniary interest in 1% of the total number of shares held by Mission Ventures in the Issuer. Edward E. Alexander, David Ryan, Robert Kibble and Leo Spiegel, the managing members of MVM III, may be deemed to possess voting and investment control over the shares held by Mission Ventures and may be deemed to have indirect beneficial ownership of the shares held by Mission Ventures. Such persons disclaim beneficial ownership of shares held by Mission Ventures except to the extent of any pecuniary interest therein.

F4: Shares held directly by Mission Ventures Affiliates III, L.P. ("Mission Affiliates"). Mission Ventures Management III, L.L.C. ("MVM III"), is the sole general partner of Mission Affiliates and has voting and investment control over the shares held by Mission Ventures. MVM III disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. MVM III has a pecuniary interest in1% of the total number of shares held by Mission Ventures in the Issuer. Edward E. Alexander, David Ryan, Robert Kibble and Leo Spiegel, the managing members of MVM III, may be deemed to possess voting and investment control over the shares held by Mission Affiliates and may be deemed to have indirect beneficial ownership of the shares held by Mission Affiliates. Such persons disclaim beneficial ownership of shares held by Mission Affiliates except to the extent of any pecuniary interest therein.

F5: 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.

F6: 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.