Sec Form 13G Filing - US VENTURE PARTNERS VIII L P filing for MAXLINEAR INC (MXL) - 2014-01-30

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 3)*

 

MaxLinear, Inc.
(Name of Issuer)
 
Class A Common Stock
(Title of Class of Securities)
 
57776J100
(CUSIP Number)
 
December 31, 2013
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 19 Pages

Exhibit Index Contained on Page 17

 

 
 

 

CUSIP NO. 57776J100 13 G Page 2 of 19

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

U.S. Venture Partners VIII, L.P. (“USVP VIII”)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x    

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

952,885 shares1; except that Presidio Management Group VIII, L.L.C. (“PMG VIII”), the general partner of USVP VIII, may be deemed to have sole power to vote such shares, and Irwin Federman (“Federman”), Steven M. Krausz (“Krausz”), David Liddle (“Liddle”), Jonathan D. Root (“Root”), Casey M. Tansey (“Tansey”) and Philip M. Young (“Young”), the managing members of PMG VIII, may be deemed to have shared power to vote such shares.

 

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

952,885 shares1; except that PMG VIII, the general partner of USVP VIII, may be deemed to have the sole power to dispose of such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

952,885

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

3.5%

12

TYPE OF REPORTING PERSON*

 

 

PN

1 Represents 952,885 shares of Class B Common Stock held directly by USVP VIII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 3 of 19

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

USVP VIII Affiliates Fund, L.P. (“USVP VIII AF”)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x    

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

9,199 shares2; except that PMG VIII, the general partner of USVP VIII AF, may be deemed to have sole power to vote such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to vote such shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

9,199 shares2; except that PMG VIII, the general partner of USVP VIII AF, may be deemed to have sole power to dispose of such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

9,199

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

0.0%

12

TYPE OF REPORTING PERSON*

 

 

PN

2 Represents 9,199 shares of Class B Common Stock held directly by USVP VIII AF. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 4 of 19

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

USVP Entrepreneur Partners VIII-A, L.P. (“USVP EP VIII-A”)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x    

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

12,506 shares3; except that PMG VIII, the general partner of USVP EP VIII-A, may be deemed to have sole power to vote such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to vote such shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

12,506 shares3; except that PMG VIII, the general partner of USVP EP VIII-A, may be deemed to have sole power to dispose of such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

12,506

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

0.1%

12

TYPE OF REPORTING PERSON*

 

 

PN

3 Represents 12,506 shares of Class B Common Stock held directly by USVP EP VIII-A. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 5 of 19

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

USVP Entrepreneur Partners VIII-B, L.P. (“USVP EP VIII-B”)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x    

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

6,337 shares4; except that PMG VIII, the general partner of USVP EP VIII-B, may be deemed to have sole power to vote such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to vote such shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

6,337 shares4; except that PMG VIII, the general partner of USVP EP VIII-B, may be deemed to have sole power to dispose of such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

6,337

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

0.0%

12

TYPE OF REPORTING PERSON*

 

 

PN

4 Represents 6,337 shares of Class B Common Stock held directly by USVP EP VIII-B. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

 
 

 

CUSIP NO. 57776J100 13 G Page 6 of 19

 

1

NAME OF REPORTING

SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Presidio Management Group VIII, L.L.C. (“PMG VIII”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x    

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

980,927 shares5, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII, the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, may be deemed to have sole power to vote such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to vote such shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

980,927 shares5, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII, the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, may be deemed to have sole power to dispose of such shares, and Federman, Krausz, Liddle, Root, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

980,927

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 

¨

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.6%
12 TYPE OF REPORTING PERSON* OO

5 Represents 980,927 shares of Class B Common Stock held indirectly by PMG VIII. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 7 of 19

 

1

NAME OF REPORTING PERSON

Irwin Federman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x    

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

26,994 shares6

6

SHARED VOTING POWER

980,927 shares6, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Federman, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.

7

SOLE DISPOSITIVE POWER

26,994 shares6

8

SHARED DISPOSITIVE POWER

980,927 shares6, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Federman, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

1,007,921

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

3.7%

12 TYPE OF REPORTING PERSON* IN

6 Represents 980,927 shares of Class B Common Stock held indirectly by Federman and 26,994 shares of Class B Common Stock directly held by Federman. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 8 of 19

 

1

NAME OF REPORTING PERSON

 

Steven M. Krausz

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x    

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

16,994 shares8

6

SHARED VOTING POWER

980,927 shares8, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Krausz, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.

7

SOLE DISPOSITIVE POWER

16,994 shares8

8

SHARED DISPOSITIVE POWER

980,927 shares8, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Krausz, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

997,921

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

3.7%

12

TYPE OF REPORTING PERSON*

 

 

IN

8 Represents 980,927 shares of Class B Common Stock held indirectly by Krausz and 16,994 shares of Class B Common Stock directly held by Krausz. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

 
 

 

CUSIP NO. 57776J100 13 G Page 9 of 19

 

1

NAME OF REPORTING PERSON

 

David Liddle

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x    

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

26,994 shares9

6

SHARED VOTING POWER

980,927 shares9, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Liddle, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.

7

SOLE DISPOSITIVE POWER

26,994 shares9

8

SHARED DISPOSITIVE POWER

980,927 shares9, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Liddle, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

1,007,921

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

3.7%

12

TYPE OF REPORTING PERSON*

 

 

IN

9 Represents 980,927 shares of Class B Common Stock held indirectly by Liddle and 26,994 shares of Class B Common Stock directly held by Liddle. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 10 of 19

 

1

NAME OF REPORTING PERSON

 

Jonathan D. Root

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x    

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

30,227 shares10

6

SHARED VOTING POWER

980,927 shares10, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Root, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.

7

SOLE DISPOSITIVE POWER

30,227 shares10

8

SHARED DISPOSITIVE POWER

980,927 shares10, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Root, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

1,011,154

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

3.7%

12

TYPE OF REPORTING PERSON*

 

 

IN

10 Represents 980,927 shares of Class B Common Stock held indirectly by Root and 30,227 shares of Class B Common Stock directly held by Root. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 11 of 19

 

1

NAME OF REPORTING PERSON

 

Casey M. Tansey

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x    

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

0 shares

6

SHARED VOTING POWER

980,927 shares12, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Tansey, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.

7

SOLE DISPOSITIVE POWER

0 shares

8

SHARED DISPOSITIVE POWER

980,927 shares12, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Tansey, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

980,927

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

3.6%

12

TYPE OF REPORTING PERSON*

 

 

IN

12 Represents 980,927 shares of Class B Common Stock held indirectly by Tansey. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 12 of 19

 

1

NAME OF REPORTING PERSON

 

Philip M. Young

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨          (b)          x    

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

26,992 shares13

6

SHARED VOTING POWER

980,927 shares13, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Young, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.

7

SOLE DISPOSITIVE POWER

26,992 shares13

8

SHARED DISPOSITIVE POWER

980,927 shares13, of which 952,885 are directly owned by USVP VIII, 9,199 are directly owned by USVP VIII AF, 12,506 are directly owned by USVP EP VIII-A and 6,337 are directly owned by USVP EP VIII-B. PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Young, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

1,007,919

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES*

 

x

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 

3.7%

12

TYPE OF REPORTING PERSON*

 

 

IN

13 Represents 980,927 shares of Class B Common Stock held indirectly by Young and 26,992 shares of Class B Common Stock directly held by Young. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 13 of 19

 

This Amendment No. 3 amends and restates in its entirety the Schedule 13G previously filed by Presidio Management Group VIII, L.L.C. (“PMG VIII”), U.S. Venture Partners VIII, L.P. (“USVP VIII”), USVP VIII Affiliates Fund, L.P. (“USVP VIII AF”), USVP Entrepreneur Partners VIII-A, L.P. (“USVP EP VIII-A”), U.S. Entrepreneur Partners VIII-B (“USVP EP VIII-B”), Irwin Federman (“Federman”), Steven M. Krausz (“Krausz”), David Liddle (“Liddle”), Jonathan D. Root (“Root”) Casey M. Tansey (“Tansey”) and Philip M. Young (“Young”) (together with all prior and current amendments thereto, this “Schedule 13G”).

 

ITEM 1(A).NAME OF ISSUER

 

MaxLinear, Inc.

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

2051 Palomar Airport Road, Suite 100

Carlsbad, California 92011

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Schedule 13G is filed by PMG VIII, USVP VIII, USVP VIII AF, USVP EP VIII-A, USVP EP VIII-B, Federman, Krausz, Liddle, Root, Tansey and Young. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

PMG VIII, the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Federman, Krausz, Liddle, Root, Tansey and Young are managing members of PMG VIII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B.

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

U.S. Venture Partners

2735 Sand Hill Road

Menlo Park, California 94025

 

ITEM 2(C)CITIZENSHIP

 

USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B are Delaware limited partnerships. PMG VIII is a Delaware limited liability company. Federman, Krausz, Liddle, Root, Tansey and Young are United States citizens.

 

ITEM 2(D) AND (E).TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

Class A Common Stock, $0.0001 par value per share. The Reporting Persons beneficially own shares of Class B Common Stock, $0.0001 par value per share. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder thereof.

 

CUSIP # 57776J100

 

ITEM 3.Not Applicable.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 14 of 19

 

ITEM 4.OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:          x Yes

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Please see Item 5.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 15 of 19

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

ITEM 10.CERTIFICATION.

 

Not applicable.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 16 of 19

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 30, 2014

 

PRESIDIO MANAGEMENT GROUP VIII, L.L.C. Irwin Federman
   
U.S. Venture Partners VIII, L.P. Steven M. Krausz
By Presidio Management Group VIII, L.L.C.  
Its General Partner David Liddle
   
USVP VIII Affiliates Fund, L.P. Jonathan D. Root
By Presidio Management Group VIII, L.L.C.  
Its General Partner CASEY M. TANSEY
   
USVP Entrepreneur Partners VIII-A, L.P., Philip M. Young
By Presidio Management Group VIII, L.L.C.  
Its General Partner  
   
USVP Entrepreneur Partners VIII-B, L.P.,  
By Presidio Management Group VIII, L.L.C.  
Its General Partner  

 

By: /s/ Michael Maher   By: /s/ Michael Maher
  Michael Maher, Chief Financial Officer/Attorney-In-Fact for the above-listed entities*     Michael Maher, Attorney-In-Fact for the above-listed individuals*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for

other parties for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

 
 

 

CUSIP NO. 57776J100 13 G Page 17 of 19

 

EXHIBIT INDEX

 

    Found on
    Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   18
     
Exhibit B:  Power of Attorney   19

 

 
 

 

CUSIP NO. 57776J100 13 G Page 18 of 19

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of MaxLinear, Inc. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 
 

 

CUSIP NO. 57776J100 13 G Page 19 of 19

 

exhibit B

 

Power of Attorney

 

Michael Maher has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.