Sec Form 4 Filing - MUTCH JOHN @ MAXWELL TECHNOLOGIES INC - 2019-05-16

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 MUTCH JOHN 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3888 CALLE FORTUNADA 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2019 (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 05/16/2019 M 19,785 A 35,155 D Common Stock 05/16/2019 U 35,155 D 0 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 ( 3 ) $ 0 05/16/2019 M 19,785 ( 4 ) ( 5 ) Common Stock 19,785 $ 0 0 D Stock Options (Right to Buy) $ 5.37 05/16/2019 D 5,000 ( 6 ) 05/15/2028 Common Stock 5,000 $ 0 0 D Stock Options (Right to Buy) $ 5.53 05/16/2019 D 5,000 ( 7 ) 05/22/2027 Common Stock 5,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MUTCH JOHN 3888 CALLE FORTUNADA SAN DIEGO, CA92123 X Signatures /s/ Emily Lough, by Power of Attorney 05/16/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These units do not carry a conversion price. ( 2 )Pursuant to the Agreement and Plan of Merger, dated as of February 3, 2019 (the "Merger Agreement"), by and among Tesla, inc. ("Tesla"), Cambria Acquisition Corp. and the Issuer, each share of common stock was tendered in exchange for 0.0193 of a share of Tesla common stock, together with cash in lieu of any fractional shares of Tesla common stock. Upon consummation of the tender offer, the Reporting Person received Transaction Consideration of 678 shares of Tesla common stock and $120.86 in lieu of fractional shares of Tesla common stock. ( 3 )Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. ( 4 )This RSU represents the holder's annual non-employee director award, which vests in full in connection with a change of control, which istriggered by the execution of the Merger Agreement. ( 5 )These units do not expire. ( 6 )Option becomes exercisable on the earlier of: (1) May 20, 2019 or (2) the Company's 2019 annual meeting date; as long as the holder remains inservice to the Company. In connection with the consummation of the merger, the option was fully vested and cancelled, subject to a 90 dayexercise window. The option was assumed by Tesla in the merger and replaced with an option to purchase 96 shares of Tesla Common Stockwith an exercise price of $278.24 per share. ( 7 )Option vested in full on May 20, 2018. In connection with the consummation of the merger, the option was cancelled, subject to a 90 day exercisewindow. The option was assumed by Tesla in the merger and replaced with an option to purchase 96 shares of Tesla Common Stock with anexercise price of $286.53 per share.

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