Sec Form 4 Filing - SEENDRIPU KISHORE @ MAXLINEAR INC - 2014-03-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SEENDRIPU KISHORE 2. Issuer Name and Ticker or Trading Symbol MAXLINEAR INC [ MXL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 2051 PALOMAR AIRPORT ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2014 (Street) CARLSBAD, CA92011 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock (par value $0.0001) ( 1 ) 03/18/2014 C( 1 ) 12,500 A $ 0 ( 1 ) 12,500 I See footnoe ( 2 ) Class A Common Stock (par value $0.0001) 03/18/2014 S( 3 ) 12,500 D $ 9.9414 ( 4 ) 0 I See footnote ( 2 ) Class A Common Stock (par value $0.0001) ( 1 ) 03/19/2014 C( 1 ) 12,500 A $ 0 ( 1 ) 12,500 I See footnote ( 2 ) Class A Common Stock (par value $0.0001) 03/19/2014 S( 3 ) 12,500 D $ 9.7799 ( 5 ) 0 I See footnote ( 2 ) Class A Common Stock (par value $0.0001) 62,847 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ) ( 6 ) 03/18/2014 C 12,500 ( 6 ) ( 6 ) Class A Common Stock (par value $0.0001) 12,500 $ 0 3,691,711 I See footnote ( 2 ) Class B Common Stock (convertible into Class A Common Stock) ( 1 ) ( 6 ) 03/19/2014 C 12,500 ( 6 ) ( 6 ) Class A Common Stock (par value $0.0001) 12,500 $ 0 3,679,211 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SEENDRIPU KISHORE 2051 PALOMAR AIRPORT ROAD SUITE 100 CARLSBAD, CA92011 X X President and CEO Signatures /s/ Adam Spice, as Attorney-in-Fact 03/19/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares of Class B Common Stock converted into an equivalent number of shares of Class A Common Stock pursuant to a power of attorney granted by the Reporting Person on September 6, 2013 in connection with the adoption of a Rule 10b5-1 trading plan. ( 2 )Shares held directly by the Seendripu Family Trust dated 10/5/09, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees. ( 3 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 6, 2013. ( 4 )Represents the weighted average share price of an aggregate total of 12,500 shares sold in the price range of $9.61 to $10.07 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. ( 5 )Represents the weighted average share price of an aggregate total of 12,500 shares sold in the price range of $9.69 to $9.90 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. ( 6 )Each share of Class B common stock is convertible into on share of Class A Common Stock, which is publicly traded 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.

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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