MAXLINEAR, INC — Director's Dealing 2012

May 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2012-05-30

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
2012-05-30	Class A Common Stock ($0.0001 par value)	S	3235	$4.202	Disposed	0	Indirect
2012-05-30	Class A Common Stock ($0.0001 par value)	S	1640	$4.202	Disposed	0	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 $4.26 to $4.15, 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: 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.