MAXLINEAR, INC — Director's Dealing 2011

May 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2011-05-25

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
2011-05-25	Class A Common Stock ($0.0001 par value)	C	350000	—	Acquired	350000	Indirect
2011-05-25	Class A Common Stock ($0.0001 par value)	C	3378	—	Acquired	3378	Indirect
2011-05-25	Class A Common Stock ($0.0001 par value)	C	3235	—	Acquired	7615	Indirect
2011-05-25	Class A Common Stock ($0.0001 par value)	C	1640	—	Acquired	3860	Indirect
2011-05-25	Class A Common Stock ($0.0001 par value)	J	350000	—	Disposed	0	Indirect
2011-05-25	Class A Common Stock ($0.0001 par value)	J	3378	—	Disposed	0	Indirect
2011-05-26	Class A Common Stock ($0.0001 par value)	S	2994	$8.9271	Disposed	4621	Indirect
2011-05-26	Class A Common Stock ($0.0001 par value)	S	1518	$8.9271	Disposed	2342	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-25	Class B Common Stock (convertible into Class A Common Stock)	$	C	350000	Disposed		Class A Common Stock ($0.0001 par value) (350000)	Indirect
2011-05-25	Class B Common Stock (convertible into Class A Common Stock)	$	C	3378	Disposed		Class A Common Stock ($0.0001 par value) (3378)	Indirect
2011-05-25	Class B Common Stock (convertible into Class A Common Stock)	$	C	3235	Disposed		Class A Common Stock ($0.0001 par value) (3235)	Indirect
2011-05-25	Class B Common Stock (convertible into Class A Common Stock)	$	C	1640	Disposed		Class A Common Stock ($0.0001 par value) (1640)	Indirect

Footnotes

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

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

F3: Upon certain transfers and at the option of the holder, 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. 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.97 to $8.92, 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 5 to this Form 4