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^*

LOUGHEED JAMES

(Last)

(First)

(Middle)

C/O MAXLINEAR, INC.

5966 LA PLACE COURT, SUITE 100

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2017

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, Component Products

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)

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)
Stock Option (Right to Buy)	⁽¹⁾	09/17/2021	Common Stock	4,828	$21.02	D
Stock Option (Right to Buy)	⁽²⁾	09/14/2022	Common Stock	12,679	$13.03	D
Stock Option (Right to Buy)	⁽³⁾	05/02/2023	Common Stock	3,786	$13.61	D
Stock Option (Right to Buy)	⁽⁴⁾	09/14/2022	Common Stock	28,500	$13.03	D
Stock Option (Right to Buy)	⁽⁵⁾	02/01/2023	Common Stock	15,620	$12.17	D
Stock Option (Right to Buy)	⁽⁶⁾	05/02/2023	Common Stock	23,477	$13.61	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	1,514	⁽⁸⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	9,088	⁽⁸⁾	D

Explanation of Responses:

1. Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, one-seventeenth (1/17th) of the shares subject to the option vested and became exercisable on May 17, 2017 (the "Vesting Commencement Date), and one seventeenth (1/17th) of the shares subject to the option shall vest and become exercisable each month thereafter on the same day of the month as the Vesting Commencement Date.

2. Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, the option shall vest as follows: (i) beginning on May 14, 2017 (the "Vesting Commencement Date) and through December 14, 2017, 11.452% of the shares subject to the option vest and become exercisable in equal monthly installments over such period on the same day of the month as the Vesting Commencement Date, (ii) beginning on January 14, 2018 and through December 14, 2018, 28.015% of the shares subject to the option shall vest and become exercisable in equal monthly installments over such period on the same day of the month as the Vesting Commencement Date, and (iii) beginning on January 14, 2019 and through December 14, 2019, 60.533% of the shares subject to the option shall vest and become exercisable in equal monthly installments on the same day of the month as the Vesting Commencement Date.

3. Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, one fifth (1/5th) of the shares subject to the option shall vest and become exercisable on January 2, 2020 (the "Vesting Commencement Date), and one fifth (1/5th) of the shares subject to the option shall vest and become exercisable each month thereafter on the same day of the month as the Vesting Commencement Date.

4. Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, the option shall vest as follows: (i) beginning on May 14, 2017 (the "Vesting Commencement Date) and through December 14, 2017, 34.77% of the shares subject to the option vest and become exercisable in equal monthly installments over such period on the same day of the month as the Vesting Commencement Date, (ii) beginning on January 14, 2018 and through December 14, 2018, 47.32% of the shares subject to the option shall vest and become exercisable in equal monthly installments over such period on the same day of the month as the Vesting Commencement Date, and (iii) beginning on January 14, 2019 and through September 14, 2019, 17.91% of the shares subject to the option shall vest and become exercisable in equal monthly installments over such period on the same day of the month as the Vesting Commencement Date.

5. Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, one thirty-third (1/33rd) of the shares subject to the option vested and became exercisable on June 1, 2017 (the "Vesting Commencement Date), and one thirty-third (1/33rd) of the shares subject to the option shall vest and become exercisable each month thereafter on the same day of the month as the Vesting Commencement Date.

6. Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, one thirty-first (1/31st) of the shares subject to the option vested and became exercisable on June 2, 2017 (the "Vesting Commencement Date), and one thirty-first (1/31st) of the shares subject to the option shall vest and become exercisable each month thereafter on the same day of the month as the Vesting Commencement Date.

7. Subject to the Reporting Person continuing to provide services to the Company through such applicable vesting date, one hundred percent (100%) of the RSUs subject to the award shall vest on April 1, 2018.

8. Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.

9. Subject to the Reporting Person continuing to provide services to the Company through each applicable vesting date, twenty five percent (25%) of the RSUs subject to the award shall vest on October 3, 2017, and twenty five percent (25%) of the RSUs subject to the award shall vest on October 3rd each year thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/a/ Connie Kwong, as Attorney-in-Fact	07/06/2017
	** 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 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.