Sec Form 4 Filing - Fink Franz @ MAXWELL TECHNOLOGIES INC - 2017-03-02

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 Fink Franz 2. Issuer Name and Ticker or Trading Symbol MAXWELL TECHNOLOGIES INC [ MXWL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 3888 CALLE FORTUNADA 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2017 (Street) SAN DIEGO, CA92123 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 Common Stock 03/02/2017 M 1,983 A $ 0 ( 1 ) 220,027 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 Market Stock Units $ 0 ( 2 ) 03/02/2017 M 1,983 ( 3 ) ( 3 ) Common Stock 1,983 $ 0 ( 4 ) 182,917 D Restricted Stock Units $ 0 ( 5 ) 03/02/2017 D 80,000 ( 6 ) ( 6 ) Common Stock 80,000 $ 0 ( 4 ) 0 D Restricted Stock Units $ 0 ( 5 ) 03/02/2017 A 92,000 ( 7 ) ( 7 ) Common Stock 92,000 $ 0 ( 4 ) 92,000 D Market Stock Units $ 0 ( 2 ) 03/02/2017 A 158,000 ( 8 ) ( 8 ) Common Stock 158,000 $ 0 ( 4 ) 158,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fink Franz 3888 CALLE FORTUNADA SAN DIEGO, CA92123 X Chief Executive Officer Signatures Sabrina Randolph, by Power of Attorney 03/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These units do not carry a conversion price. ( 2 )Each market stock unit represents a right to receive one share of the Issuer's common stock. ( 3 )This award represents market stock units with vesting based on performance of the Company's common stock compared to the Nasdaq Composite Index over a period of three years. Depending on the level of performance actually achieved, the number of shares that may vest under this award will vary. A portion of this award vested on March 2, 2017. The amount included in the table above represents the maximum number of shares that could vest under the grant. ( 4 )These units were received as a grant or award for no consideration. ( 5 )Each restricted stock unit represents a right to receive one share of the Issuer's common stock. ( 6 )This disposition represents restricted stock units with vesting subject to the achievement of Company performance targets by December 31, 2016. The amount included in the table above represents the maximum number of shares that could have vested under the grant. As the performance targets were not achieved, the restricted stock units were cancelled. ( 7 )Award vests in annual installments over 4 years as long as the holder remains in service to the Company. Vested shares will be delivered to the holder shortly after the vesting date. ( 8 )This award represents market stock units with vesting based on performance of the Company's common stock compared to the Nasdaq Composite Index over a period of three years. Depending on the level of performance actually achieved, the number of shares that may vest under this award will vary. The amount included in the table above represents the maximum number of shares that could vest under the grant. An additional grant of 118,000 market stock units for above-target performance was also approved by the Company's compensation committee, but is contingent upon and subject to approval of an amendment to the Company's equity incentive plan at our 2017 annual meeting of stockholders.

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).

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