Sec Form 4 Filing - CRADDOCK STEVEN @ MAXLINEAR INC - 2017-03-29

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 CRADDOCK STEVEN 2. Issuer Name and Ticker or Trading Symbol MAXLINEAR INC [ MXL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MAXLINEAR, INC., 5966 LA PLACE COURT, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2017 (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 03/29/2017 C( 1 ) 53,752 D $ 0 0 D Common Stock 03/29/2017 C( 1 ) 53,752 A $ 0 53,752 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 Restricted Stock Units ( 2 ) 03/29/2017 J( 3 ) 6,217 ( 4 ) ( 4 ) Class A Common Stock 6,217 $ 0 0 D Restricted Stock Units ( 5 ) 03/29/2017 J( 3 ) 6,217 ( 4 ) ( 4 ) Common Stock 6,217 $ 0 6,217 D Stock Option (Right to Buy) $ 9.1 03/29/2017 J( 6 ) 20,000 ( 7 ) 05/06/2018 Class A Common Stock 20,000 $ 0 0 D Stock Option (Right to Buy) $ 9.1 03/29/2017 J( 6 ) 20,000 ( 7 ) 05/06/2018 Common Stock 20,000 $ 0 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CRADDOCK STEVEN C/O MAXLINEAR, INC. 5966 LA PLACE COURT, SUITE 100 CARLSBAD, CA92008 X Signatures /s/ Adam Spice, as Attorney-in-Fact 03/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 29, 2017, each share of the Issuer's outstanding Class A Common Stock and Class B Common Stock automatically converted into one share of outstanding Common Stock pursuant to the Issuer's Amended and Restated Certificate of Incorporation. ( 2 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. ( 3 )In connection with the conversion described in footnote (1), outstanding RSUs denominated by Class A Common Stock issued under the Issuer's 2010 Equity Incentive Plan remain unchanged, except that they now represent a contingent right to receive one share of the Issuer's Common Stock. ( 4 )Subject to the Reporting Person's continuing as a Director (as defined in the 2010 Equity Incentive Plan) through such date, one hundred percent (100%) of the RSUs subject to the award will vest on the earlier to occur of May 1, 2017 or the date immediately preceding the 2017 annual meeting of stockholders. ( 5 )Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. ( 6 )In connection with the conversion described in footnote (1), outstanding options denominated by Class A Common Stock issued under the Issuer's 2010 Equity Incentive Plan remain unchanged, except that they now represent a right to receive one share of the Issuer's Common Stock. ( 7 )38,770 options were originally granted on May 6, 2011. Subject to the Reporting Person's continuing as a Director (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the shares subject to the option vested and became exercisable on each anniversary of May 6, 2011, such that one hundred percent (100%) of the shares subject to the option were vested and exercisable on the third (3rd) anniversary of May 6, 2011.

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