SEC FORM 4

SEC Form 4

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^*

REDDY MADHUKAR

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Central Engineering

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⁾		147,796	D	$0.00	0	D
Common Stock	03/29/2017		C⁽¹⁾		147,796	A	$0.00	147,796	D
Common Stock	03/29/2017		C⁽¹⁾		37,230	A	$0.00	185,026	D
Common Stock	03/29/2017		C⁽¹⁾		26,569	A	$0.00	26,569	I	See footnote⁽²⁾
Common Stock	03/29/2017		C⁽¹⁾		26,569	A	$0.00	26,569	I	See footnote⁽³⁾

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)
Class B Common Stock	⁽¹⁾	03/29/2017		C⁽¹⁾			37,230	⁽¹⁾	⁽¹⁾	Common Stock	37,230	$0.00	0	D
Class B Common Stock	⁽¹⁾	03/29/2017		C⁽¹⁾			26,569	⁽¹⁾	⁽¹⁾	Common Stock	26,569	$0.00	0	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾	03/29/2017		C⁽¹⁾			26,569	⁽¹⁾	⁽¹⁾	Common Stock	26,569	$0.00	0	I	See footnote⁽³⁾
Restricted Stock Units	⁽⁴⁾	03/29/2017		J⁽⁵⁾			7,000	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	7,000	$0.00	0	D
Restricted Stock Units	⁽⁷⁾	03/29/2017		J⁽⁵⁾		7,000		⁽⁶⁾	⁽⁶⁾	Common Stock	7,000	$0.00	7,000	D
Restricted Stock Units	⁽⁴⁾	03/29/2017		J⁽⁵⁾			8,849	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	8,849	$0.00	0	D
Restricted Stock Units	⁽⁷⁾	03/29/2017		J⁽⁵⁾		8,849		⁽⁸⁾	⁽⁸⁾	Common Stock	8,849	$0.00	8,849	D
Restricted Stock Units	⁽⁴⁾	03/29/2017		J⁽⁵⁾			32,063	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	32,063	$0.00	0	D
Restricted Stock Units	⁽⁷⁾	03/29/2017		J⁽⁵⁾		32,063		⁽⁹⁾	⁽⁹⁾	Common Stock	32,063	$0.00	32,063	D
Restricted Stock Units	⁽⁴⁾	03/29/2017		J⁽⁵⁾			34,950	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	34,950	$0.00	0	D
Restricted Stock Units	⁽⁷⁾	03/29/2017		J⁽⁵⁾		34,950		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	34,950	$0.00	34,950	D
Restricted Stock Units	⁽⁴⁾	03/29/2017		J⁽⁵⁾			52,606	⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	52,606	$0.00	0	D
Restricted Stock Units	⁽⁷⁾	03/29/2017		J⁽⁵⁾		52,606		⁽¹¹⁾	⁽¹¹⁾	Common Stock	52,606	$0.00	52,606	D
Restricted Stock Units	⁽⁴⁾	03/29/2017		J⁽⁵⁾			29,917	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	29,917	$0.00	0	D
Restricted Stock Units	⁽⁷⁾	03/29/2017		J⁽⁵⁾		29,917		⁽¹²⁾	⁽¹²⁾	Common Stock	29,917	$0.00	29,917	D
Stock Option (Right to Buy)	$1.1613	03/29/2017		J⁽¹³⁾			139,998	⁽¹⁴⁾	08/07/2017	Class B Common Stock	139,998	$0.00	0	D
Stock Option (Right to Buy)	$1.1613	03/29/2017		J⁽¹³⁾		139,998		⁽¹⁴⁾	08/07/2017	Common Stock	139,998	$0.00	139,998	D
Stock Option (Right to Buy)	$4.2581	03/29/2017		J⁽¹³⁾			21,527	⁽¹⁵⁾	07/28/2019	Class B Common Stock	21,527	$0.00	0	D
Stock Option (Right to Buy)	$4.2581	03/29/2017		J⁽¹³⁾		21,527		⁽¹⁵⁾	07/28/2019	Common Stock	21,527	$0.00	21,527	D
Stock Option (Right to Buy)	$4.81	03/29/2017		J⁽¹³⁾			80,000	⁽¹⁶⁾	05/10/2019	Class A Common Stock	80,000	$0.00	0	D
Stock Option (Right to Buy)	$4.81	03/29/2017		J⁽¹³⁾		80,000		⁽¹⁶⁾	05/10/2019	Common Stock	80,000	$0.00	80,000	D
Stock Option (Right to Buy)	$5.64	03/29/2017		J⁽¹³⁾			50,000	⁽¹⁷⁾	08/09/2019	Class A Common Stock	50,000	$0.00	0	D
Stock Option (Right to Buy)	$5.64	03/29/2017		J⁽¹³⁾		50,000		⁽¹⁷⁾	08/09/2019	Common Stock	50,000	$0.00	50,000	D
Stock Option (Right to Buy)	$6.93	03/29/2017		J⁽¹³⁾			59,986	⁽¹⁸⁾	05/14/2020	Class A Common Stock	59,986	$0.00	0	D
Stock Option (Right to Buy)	$6.93	03/29/2017		J⁽¹³⁾		59,986		⁽¹⁸⁾	05/14/2020	Common Stock	59,986	$0.00	59,986	D
Stock Option (Right to Buy)	$9.23	03/29/2017		J⁽¹³⁾			33,402	⁽¹⁹⁾	06/02/2021	Class A Common Stock	33,402	$0.00	0	D
Stock Option (Right to Buy)	$9.23	03/29/2017		J⁽¹³⁾		33,402		⁽¹⁹⁾	06/02/2021	Common Stock	33,402	$0.00	33,402	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. Shares held by Madhukar Reddy Cust Anavi Maram Reddy UTMA, for which the Reporting Person serves as custodian.

3. Shares held by Madhukar Reddy Cust Arnav Maram Reddy UTMA, for which the Reporting Person serves as custodian.

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

5. 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.

6. 28,000 RSUs were originally granted on May 14, 2013. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, twenty five percent (25%) of the 28,000 RSUs subject to the award vested on May 20, 2014, and an additional twenty five percent (25%) of the RSUs subject to the award shall vest on each successive anniversary thereafter, such that the award shall be fully vested on May 20, 2017.

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

8. 28,316 RSUs were originally granted on June 2, 2014. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-sixteenth (1/16th) of the 28,316 RSUs subject to the award vested on August 20, 2014, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each successive November 20, February 20, May 20, and August 20 thereafter, such that the award shall be fully vested on May 20, 2018.

9. 57,000 RSUs were originally granted on May 19, 2015. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-sixteenth (1/16th) of the 57,000 RSUs subject to the award vested on August 20, 2015, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each successive November 20, February 20, May 20, and August 20 thereafter, such that the award shall be fully vested on May 20, 2019.

10. 50,835 RSUs were originally granted on February 11, 2016. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-sixteenth (1/16th) of the 50,835 RSUs subject to the award vested on February 20, 2016, and an additional one-sixteenth (1/16th) of the RSUs subject to the award shall vest on each successive May 20, August 20, November 20, and February 20 thereafter, such that the award will be fully vested on November 20, 2019.

11. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, ten percent (10%) of the 52,606 RSUs subject to the award shall vest on August 20, 2017; twenty percent (20%) of the RSUs subject to the award shall vest on August 20, 2018; thirty (30%) of the RSUs subject to the award shall vest on August 20, 2019; and forty (40%) of the RSUs subject to the award shall vest on August 20, 2020.

12. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-sixteenth (1/16th) of the 29,917 RSUs subject to the award shall vest on May 20, 2017, and one-sixteenth (1/16th) of the RSUs subject shall vest on each August 20, November 20, February 20 and May 20 thereafter, such that the award shall be fully vested on February 20, 2021.

13. 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 or denominated by Class B Common Stock issued under the Issuer's 2004 Stock Plan remain unchanged, except that they now represent a right to receive one share of the Issuer's Common Stock.

14. 154,998 options were originally granted on August 7, 2007. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2004 Stock Plan) through each applicable vesting date, twenty five (25%) of the 154,998 shares subject to the option vested and became exercisable on August 7, 2008, and 2.08% of the shares vested and became exercisable at the end of each monthly period thereafter.

15. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2004 Stock Plan) through each applicable vesting date, twenty five (25%) of the 21,527 shares subject to the option vested and became exercisable on May 8, 2010, and 2.08% of the shares vested and became exercisable at the end of each monthly period thereafter.

16. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, twenty five percent (25%) of the 80,000 shares subject to the option vested and became exercisable on May 10, 2013, and an additional twenty five percent (25%) of the shares subject to the option vested and became exercisable on each successive anniversary thereafter, such that the option became fully vested and exercisable on May 10, 2016.

17. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one forty-eighth (1/48th) of the 50,000 shares subject to the option vested and became exercisable on each one month anniversary of the vesting commencement date, such that the option became fully vested and exercisable on August 9, 2016.

18. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, twenty five percent (25%) of the 59,986 shares subject to the option vested and became exercisable on May 14, 2014, and an additional twenty five percent (25%) of the shares subject to the option shall vest and become exercisable on each successive anniversary thereafter, such that the option shall be fully vested and exercisable on May 14, 2017.

19. Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-sixteenth (1/16th) of the 33,402 shares subject to the option vested and became exercisable on August 20, 2014, and an additional one-sixteenth (1/16th) of the shares subject to the option shall vest and become exercisable on each successive November 20, February 20, May 20, and August 20 thereafter, such that the award shall be fully vested on May 20, 2018.

Remarks:

	/s/ Adam Spice, as Attorney-in-Fact	03/30/2017
	** Signature of Reporting Person	Date
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