MAXLINEAR, INC — Director's Dealing 2012

Aug 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2012-08-21

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 (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-21	Class B Common Stock (convertible into Class A Common Stock)	$	S	488481	Disposed		Class A Common Stock ($0.0001 par value) (488481)	Indirect
2012-08-21	Class B Common Stock (convertible into Class A Common Stock)	$	S	4715	Disposed		Class A Common Stock ($0.0001 par value) (4715)	Indirect
2012-08-21	Class B Common Stock (convertible into Class A Common Stock)	$	S	4515	Disposed		Class A Common Stock ($0.0001 par value) (4515)	Indirect
2012-08-21	Class B Common Stock (convertible into Class A Common Stock)	$	S	2289	Disposed		Class A Common Stock ($0.0001 par value) (2289)	Indirect

Footnotes

F1: 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

F2: Under separate agreement the Issuer purchased the direct owner's Class B Common Stock listed in Column 5 at the closing price of the Issuer's Class A Common Stock ($5.59 per share) as of the transaction date.

F3: 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.