Form 4 MAXLINEAR INC For: Mar 29 Filed by: Tewksbury Ted L III

March 30, 2017 7:53 PM EDT

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Tewksbury Ted L III

(Last)

(First)

(Middle)

C/O MAXLINEAR, INC.

5966 LA PLACE COURT, SUITE 100

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAXLINEAR INC [ MXL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/29/2017		C⁽¹⁾		30,454	D	$ 0	0	D
Common Stock	03/29/2017		C⁽¹⁾		30,454	A	$ 0	30,454	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	03/29/2017		J⁽³⁾			5,722	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	5,722	$ 0	0	D
Restricted Stock Units	⁽⁵⁾	03/29/2017		J⁽³⁾		5,722		⁽⁴⁾	⁽⁴⁾	Common Stock	5,722	$ 0	5,722	D
Restricted Stock Units	⁽²⁾	03/29/2017		J⁽³⁾			6,217	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	6,217	$ 0	0	D
Restricted Stock Units	⁽⁵⁾	03/29/2017		J⁽³⁾		6,217		⁽⁶⁾	⁽⁶⁾	Common Stock	6,217	$ 0	6,217	D
Stock Option (Right to Buy)	$ 7.57	03/29/2017		J⁽⁷⁾			35,822	05/08/2015	11/20/2024	Class A Common Stock	35,822	$ 0	0	D
Stock Option (Right to Buy)	$ 7.57	03/29/2017		J⁽⁷⁾		35,822		05/08/2015	11/20/2024	Common Stock	35,822	$ 0	35,822	D
Stock Option (Right to Buy)	$ 23.17	03/29/2017		J⁽⁷⁾			18,296	04/30/2015	09/07/2020	Class A Common Stock	18,296	$ 0	0	D
Stock Option (Right to Buy)	$ 23.17	03/29/2017		J⁽⁷⁾		18,296		04/30/2015	09/07/2020	Common Stock	18,296	$ 0	18,296	D
Stock Option (Right to Buy)	$ 23.97	03/29/2017		J⁽⁷⁾			3,582	04/30/2015	05/19/2021	Class A Common Stock	3,582	$ 0	0	D
Stock Option (Right to Buy)	$ 23.97	03/29/2017		J⁽⁷⁾		3,582		04/30/2015	05/19/2021	Common Stock	3,582	$ 0	3,582	D
Stock Option (Right to Buy)	$ 11.09	03/29/2017		J⁽⁷⁾			3,582	04/30/2015	05/15/2022	Class A Common Stock	3,582	$ 0	0	D
Stock Option (Right to Buy)	$ 11.09	03/29/2017		J⁽⁷⁾		3,582		04/30/2015	05/15/2022	Common Stock	3,582	$ 0	3,582	D
Stock Option (Right to Buy)	$ 11.76	03/29/2017		J⁽⁷⁾			3,582	04/30/2015	05/14/2023	Class A Common Stock	3,582	$ 0	0	D
Stock Option (Right to Buy)	$ 11.76	03/29/2017		J⁽⁷⁾		3,582		04/30/2015	05/14/2023	Common Stock	3,582	$ 0	3,582	D
Stock Option (Right to Buy)	$ 8.74	03/29/2017		J⁽⁷⁾			3,582	04/30/2015	05/14/2024	Class A Common Stock	3,582	$ 0	0	D
Stock Option (Right to Buy)	$ 8.74	03/29/2017		J⁽⁷⁾		3,582		04/30/2015	05/14/2024	Common Stock	3,582	$ 0	3,582	D

Explanation of Responses:

1. On March 29, 2017, each share of the Issuer's outstanding Class A Common Stock and Class B Common Stock automatically converted into one share of outstanding Common Stock pursuant to the Issuer's Amended and Restated Certificate of Incorporation.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. In connection with the conversion described in footnote (1), outstanding RSUs denominated by Class A Common Stock issued under the Issuer's 2010 Equity Incentive Plan remain unchanged, except that they now represent a contingent right to receive one share of the Issuer's Common Stock.

4. The RSU became fully vested on May 8, 2015.

5. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

6. Subject to the Reporting Person's continuing as a Director (as defined in the 2010 Equity Incentive Plan) through such date, one hundred percent (100%) of the RSUs subject to the award will vest on the earlier to occur of May 1, 2017 or the date immediately preceding the 2017 annual meeting of stockholders.

7. In connection with the conversion described in footnote (1), outstanding options denominated by Class A Common Stock issued under the Issuer's 2010 Equity Incentive Plan remain unchanged, except that they now represent a right to receive one share of the Issuer's Common Stock.

	/s/ Adam Spice, as Attorney-in-Fact	03/30/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Form 4 MAXLINEAR INC For: Mar 29 Filed by: Tewksbury Ted L III

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