SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

REDDY MADHUKAR

(Last)

(First)

(Middle)

2051 PALOMAR AIRPORT ROAD

SUITE 100

(Street)

CARLSBAD

92011

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2010

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, ICs and RF Systems Enginee

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ($0.0001 par value)⁽¹⁾⁽²⁾	77,430	D
Common Stock ($0.0001 par value)⁽¹⁾⁽²⁾	3,969	I	See footnote⁽³⁾
Common Stock ($0.0001 par value)⁽¹⁾⁽²⁾	3,969	I	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁵⁾	10/28/2015	Common Stock⁽¹⁾⁽²⁾	39,826	$0.2322	D
Employee Stock Option (right to buy)	⁽⁶⁾	07/06/2016	Common Stock⁽¹⁾⁽²⁾	43,054	$0.3483	D
Employee Stock Option (right to buy)	⁽⁷⁾	08/07/2017	Common Stock⁽¹⁾⁽²⁾	154,998	$1.1613	D
Employee Stock Option (right to buy)	⁽⁸⁾	07/28/2019	Common Stock⁽¹⁾⁽²⁾	21,527	$4.2581	D
Employee Stock Option (right to buy)	⁽⁹⁾	10/27/2019	Common Stock⁽¹⁾⁽²⁾	80,728	$7.4478	D

Explanation of Responses:

1. Each share of Common Stock shall be automatically converted into one share of Class B Common Stock immediately prior to the closing of the Registrant's initial public offering on March 29, 2010 and has no expiration date.

2. Following the conversion of Common Stock into Class B Common Stock immediately prior to the closing of the Registrant's initial public offering on March 29, 2010, each share of Class B Common Stock will be convertible into one share of Class A Common Stock upon certain transfers and at the option of the holder. 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.

3. Shares held directly by Anavi Reddy UTMA of CA DG 07188-DD, a trust for the benefit of the Reporting Person's children, for which the Reporting Person serves as custodian. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

4. Shares held directly by Arnav Reddy UTMA of CA DG 07187-DD, a trust for the benefit of the Reporting Person's children, for which the Reporting Person serves as custodian. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

5. Shares subject to the option are fully vested and immediately exercisable.

6. This stock option was granted on July 6, 2006 and vests over four years. Subject to the optionee's continuing to provide services, 2.08% of the shares vest and become exercisable at the end of each monthly period after July 1, 2006.

7. This stock option was granted on August 7, 2007 and vests over four years. Subject to the optionee's continuing to provide services, 25% of the shares subject to the option vested and became immediately exercisable one year after grant, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter.

8. This stock option was granted on July 28, 2009 and vests over four years. Subject to the optionee's continuing to provide services, 25% of the shares subject to the option vest and become exercisable one year after May 8, 2009, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter.

9. This stock option was granted on October 27, 2009 and vests over four years. Subject to optionee's continuing to provide services, 10% of the shares subject to the stock option vest and become exercisable one year after the grant date, 20% of the shares subject to the stock option vest and become exercisable on the second anniversary of the grant date, 30% of the shares subject to the stock option vest and become exercisable on the third anniversary of the grant date, and 40% of the shares subject to the shares subject to the stock option vest and become exercisable on the fourth anniversary of the grant date.

	/s/ Patrick E. McCready, by power of attorney	03/23/2010
	** 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 5 (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.