MAXLINEAR, INC — Director's Dealing 2011

Feb 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2011-02-08

Reporting Person: Battery Ventures VII, L.P. (10% Owner)
Reporting Person: Battery Investment Partners VII, LLC (10% Owner)
Reporting Person: Battery Partners VII, LLC (10% Owner)
Reporting Person: LAWLER KENNETH P (Director, 10% Owner)
Reporting Person: CROTTY THOMAS J (10% Owner)
Reporting Person: FRISBIE RICHARD D (10% Owner)
Reporting Person: JONES MORGAN M (10% Owner)
Reporting Person: Lee Roger H (10% Owner)
Reporting Person: TABORS R DAVID (10% Owner)
Reporting Person: TOBIN SCOTT R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-08	Class A Common Stock ($0.0001 par value)	C	764370	—	Acquired	764370	Indirect
2011-02-08	Class A Common Stock ($0.0001 par value)	J	764370	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-08	Class B Common Stock (convertible into Class A Common Stock)	$0	C	764370	Disposed		Class A Common Stock ($0.0001 par value) (764370)	Indirect

Footnotes

F1: Each share of Class B Common Stock is convertible into one share of Class A Common Stock, which is the Issuer'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 Issuer'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.

F2: Of the reported securities 1,505,106 are owned directly by Battery Ventures VII, L.P. The sole general partner of Battery Ventures VII, L.P. is Battery Partners VII, LLC. The managing members of Battery Partners VII, LLC are Kenneth P. Lawler, Thomas J. Crotty, Richard D. Frisbie, Morgan M. Jones, Roger H. Lee, R. David Tabors and Scott R. Tobin, who hold voting and dispositive power for the shares held by Battery Ventures VII, L.P. Each of Messrs. Lawler, Crotty, Frisbie, Jones, Lee, Tabors and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

F3: Of the reported securities 28,837 are owned directly by Battery Investment Partners VII, LLC. The sole managing member of Battery Investment Partners VII, LLC is Battery Partners VII, LLC. The managing members of Battery Partners VII, LLC are Kenneth P. Lawler, Thomas J. Crotty, Richard D. Frisbie, Morgan M. Jones, Roger H. Lee, R. David Tabors and Scott R. Tobin, who hold voting and dispositive power for the shares held by Battery Ventures VII, L.P. Each of Messrs. Lawler, Crotty, Frisbie, Jones, Lee, Tabors and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

F4: 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.

F5: Of the reported securities 750,000 were owned directly by Battery Ventures VII, L.P. The sole general partner of Battery Ventures VII, L.P. is Battery Partners VII, LLC. The managing members of Battery Partners VII, LLC are Kenneth P. Lawler, Thomas J. Crotty, Richard D. Frisbie, Morgan M. Jones, Roger H. Lee, R. David Tabors and Scott R. Tobin, who hold voting and dispositive power for the shares held by Battery Ventures VII, L.P. Each of Messrs. Lawler, Crotty, Frisbie, Jones, Lee, Tabors and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

F6: Of the reported securities 14,370 were owned directly by Battery Investment Partners VII, LLC. The sole managing member of Battery Investment Partners VII, LLC is Battery Partners VII, LLC. The managing members of Battery Partners VII, LLC are Kenneth P. Lawler, Thomas J. Crotty, Richard D. Frisbie, Morgan M. Jones, Roger H. Lee, R. David Tabors and Scott R. Tobin, who hold voting and dispositive power for the shares held by Battery Ventures VII, L.P. Each of Messrs. Lawler, Crotty, Frisbie, Jones, Lee, Tabors and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

F7: Pro-rata distribution for no consideration in a transaction exempt under Rule 16a-9(a) from Battery Ventures VII, L.P. ("BV VII") and Battery Investment Partners VII, LLC ("BIP VII") to the limited partners of BV VII, to the members of BIP VII and to Battery Partners VII, LLC ("BP VII"), which is the general partner of BV VII.

F8: Of the reported securities, 742,500 shares were distributed to the limited partners of BV VII, 7,500 shares were distributed to BP VII, and 14,370 shares were distributed to the members of BIP VII. Such shares distributed to BP VII were further distributed to the members of BP VII and shall not be deemed to be held by the reporting persons for the purpose of this filing.