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*
Battery Ventures VII, L.P.

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock ($0.0001 par value)(1) 03/29/2010 J(1) 3,456,927 D $0(1) 0 I See Footnote(3)(4)
Class A Common Stock ($0.0001 par value) 03/29/2010 C(5) 394,244 A $0(5) 394,244 I See Footnote(6)(7)
Class A Common Stock ($0.0001 par value) 03/29/2010 S 394,244 D $14 0 I See Footnote(6)(7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (convertible into Class A Common Stock)(1)(2) $0(1)(2) 03/29/2010 J(1) 3,456,927 (2) (2) Class A Common Stock ($0.0001 par value) 3,456,927 $0 3,456,927 I See Footnote(3)(4)
Class B Common Stock (convertible into Class A Common Stock)(1)(2) $0(1)(2) 03/29/2010 C(2) 394,244 (2) (2) Class A Common Stock ($0.0001 par value) 394,244 $0 3,062,683 I See Footnote(8)(9)
1. Name and Address of Reporting Person*
Battery Ventures VII, L.P.

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Battery Investment Partners VII, LLC

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Battery Partners VII, LLC

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LAWLER KENNETH P

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CROTTY THOMAS J

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FRISBIE RICHARD D

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JONES MORGAN M

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lee Roger H

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TABORS R DAVID

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TOBIN SCOTT R

(Last) (First) (Middle)
C/O BATTERY VENTURES
930 WINTER STREET, SUITE 2500

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock ($0.0001 par value) automatically converted into one share of Class B Common Stock ($0.0001 par value) immediately prior to the closing of the Issuer's initial public offering on March 29, 2010.
2. 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.
3. Of the reported securities 3,391,938 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.
4. Of the reported securities 64,989 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.
5. 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.
6. Of the reported securities 386,832 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.
7. Of the reported securities 7,412 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.
8. Of the reported securities 3,005,106 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.
9. Of the reported securities 57,577 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.
Remarks:
The reporting persons are part of a 13(d) group owning more than 10% of the Issuer's outstanding equity securities.
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Ventures VII, L.P.) 03/31/2010
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Investment Partners VII, LLC) 03/31/2010
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Partners VII, LLC) 03/31/2010
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Kenneth P. Lawler) 03/31/2010
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Thomas J. Crotty) 03/31/2010
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Richard D. Frisbie) 03/31/2010
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Morgan M. Jones) 03/31/2010
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Roger H. Lee) 03/31/2010
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of R. David Tabors) 03/31/2010
/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Scott R. Tobin) 03/31/2010
** 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).
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