Sec Form 4 Filing - REDDY MADHUKAR @ MAXLINEAR INC - 2014-06-19

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 REDDY MADHUKAR 2. Issuer Name and Ticker or Trading Symbol MAXLINEAR INC [ MXL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Central Engineering (Last) (First) (Middle) 5966 LA PLACE COURT, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 06/19/2014 (Street) CARLSBAD, CA92008 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 ) 06/19/2014 M 3,112 A $ 0.2323 91,763 D Class A Common Stock (par value $0.0001) 06/19/2014 S( 2 ) 3,112 D $ 9.9455( 3 ) 88,651 D Class A Common Stock (par value $0.0001)( 1 ) 06/20/2014 M 7,088 A $ 0.2323 95,739 D Class A Common Stock (par value $0.0001) 06/20/2014 S( 2 ) 7,088 D $ 10.0597( 6 ) 88,651 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 Employee Stock Option (right to buy) $ 0.2323 06/19/2014 M 3,112 ( 4 ) 10/28/2015 Class B Common Stock (par value $0.0001)( 5 ) 3,112 $ 0 33,314 D Employee Stock Option (right to buy) $ 0.2323 06/20/2014 M 7,088 ( 4 ) 10/28/2015 Class B Common Stock (par value $0.0001)( 5 ) 7,088 $ 0 26,226 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REDDY MADHUKAR 5966 LA PLACE COURT SUITE 100 CARLSBAD, CA92008 VP, Central Engineering Signatures /s/ Justin Scarpulla, as Attorney-in-Fact 06/23/2014 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. ( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 28, 2014. ( 3 )Represents the weighted average share price of an aggregate total of 3,112 shares sold in the price range of $9.76 to $10.13 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 sold at each separate price. ( 4 )Shares subject to the option are fully vested and immediately exercisable. ( 5 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock upon certain transfers and at the option of the Reporting Person. 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. ( 6 )Represents the weighted average share price of an aggregate total of 7,088 shares sold in the price range of $9.91 to $10.155 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 sold at each separate price.

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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