MAXLINEAR, INC — Director's Dealing 2011

Feb 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2011-02-15

Reporting Person: PRESIDIO MANAGEMENT GROUP VIII L L C (10% Owner)
Reporting Person: US VENTURE PARTNERS VIII L P (10% Owner)
Reporting Person: USVP VIII AFFILIATES FUND L P (10% Owner)
Reporting Person: USVP ENTREPRENEUR PARTNERS VIII A L P (10% Owner)
Reporting Person: USVP ENTREPRENEUR PARTNERS VIII B L P (10% Owner)
Reporting Person: FEDERMAN IRWIN (10% Owner)
Reporting Person: FU WINSTON S (10% Owner)
Reporting Person: KRAUSZ STEVEN M (10% Owner)
Reporting Person: LIDDLE DAVID E (Director, 10% Owner)
Reporting Person: ROOT JONATHAN D (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Class A Common Stock ($0.0001 par value)	S	2552	$11.5443	Disposed	4380	Indirect
2011-02-15	Class A Common Stock ($0.0001 par value)	S	1294	$11.5443	Disposed	2220	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.53 to $11.60, inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 1 to this Form 4

F2: 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.