Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
WALSH BRENDAN
   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, Business Development
(Last)
(First)
(Middle)
2051 PALOMAR AIRPORT ROAD, SUITE 100		 3. Date of Earliest Transaction (Month/Day/Year)
03/29/2010
(Street)

CARLSBAD, CA 92011		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 ($0.0001 par value) (1) (2) 03/29/2010   J(1)   309,997 D (1) (2) 0 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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) (2) (2) 03/29/2010   J(1)   309,997     (2)   (2) Class A Common Stock ($0.0001 par value) 309,997 $ 0 309,997 D  
Employee Stock Option (right to buy) $ 0.2322 03/29/2010   J(3)     21,527   (4) 10/28/2015 Common Stock 21,527 $ 0 0 D  
Employee Stock Option (right to buy) $ 0.2322 03/29/2010   J(3)     21,527   (4) 10/28/2015 Common Stock 21,527 $ 0 0 D  
Employee Stock Option (right to buy) $ 1.1613 03/29/2010   J(3)     77,499   (5) 08/07/2017 Common Stock 77,499 $ 0 0 D  
Employee Stock Option (right to buy) $ 7.4478 03/29/2010   J(3)     48,437   (6) 10/27/2019 Common Stock 48,437 $ 0 0 D  
Employee Stock Option (right to buy) $ 0.2322 03/29/2010   J(3)   21,527     (4) 10/28/2015 Class B Common Stock 21,527 $ 0 21,527 D  
Employee Stock Option (right to buy) $ 0.2322 03/29/2010   J(3)   21,527     (4) 10/28/2015 Class B Common Stock 21,527 $ 0 21,527 D  
Employee Stock Option (right to buy) $ 1.1613 03/29/2010   J(3)   77,499     (5) 08/07/2017 Class B Common Stock 77,499 $ 0 77,499 D  
Employee Stock Option (right to buy) $ 7.4478 03/29/2010   J(3)   48,437     (6) 10/27/2019 Class B Common Stock 48,437 $ 0 48,437 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WALSH BRENDAN
2051 PALOMAR AIRPORT ROAD
SUITE 100
CARLSBAD, CA 92011		       VP, Business Development  

Signatures

 /s/ Patrick E. McCready, by power of attorney   03/29/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock ($0.0001 par value) automatically converted into one share of Class B Common Stock ($0.0001 par value) immediately prior to the closing of the Registrant's initial public offering on March 29, 2010.
(2) Each share of Class B Common Stock is convertible into one share of Class A Common Stock, which is the 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.
(3) Pursuant to a reclassification exempt under Rule 16b-7, each employee stock option to purchase one share of Common Stock ($0.0001 par value) automatically converted into an option to purchase one share of Class B Common Stock ($0.0001 par value) immediately prior to the closing of the Registrant's initial public offering on March 29, 2010.
(4) Shares subject to the option are fully vested and immediately exercisable.
(5) This stock option was granted on August 7, 2007 and vests over four years. Subject to the optionee's continuing to provide services, 25% of the shares subject to the option vested and became immediately exercisable one year after the grant date, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter.
(6) This stock option was granted on October 27, 2009 and vests over four years. Subject to optionee's continuing to provide services, 10% of the shares subject to the stock option vest and become exercisable one year after the grant date, 20% of the shares subject to the stock option vest and become exercisable on the second anniversary of the grant date, 30% of the shares subject to the stock option vest and become exercisable on the third anniversary of the grant date, and 40% of the shares subject to the shares subject to the stock option vest and become exercisable on the fourth anniversary of the grant date.

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