Statement of Changes in Beneficial Ownership (4)

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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* LOUGHEED JAMES	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) See Remarks
(Last) (First) (Middle) C/O MAXLINEAR, INC., 5966 LA PLACE COURT, SUITE 100	3. Date of Earliest Transaction (MM/DD/YYYY) 5/20/2021
(Street) CARLSBAD, CA 92008 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	5/20/2021		M		4628	A	$0	90668	D
Common Stock	5/20/2021		F		4628	D	$35.80	86040	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	5/20/2021		M			2590	⁽²⁾	⁽²⁾	Common Stock	2590.0	$0	10450	D
Restricted Stock Units	⁽¹⁾	5/20/2021		M			637	⁽³⁾	⁽³⁾	Common Stock	637.0	$0	6735	D
Restricted Stock Units	⁽¹⁾	5/20/2021		M			1401	⁽⁴⁾	⁽⁴⁾	Common Stock	1401.0	$0	14183	D

Explanation of Responses:
(1)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.
(2)	Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, twenty five percent (25%) of the 83,592 RSUs subject to the award will vest on November 20, 2018, and an additional one-sixteenth (1/16th) of the RSUs subject to the award will vest on each successive February 20, May 20, August 20 and November 20 thereafter, such that the award will be fully vested on November 20, 2021.
(3)	Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, one-sixteenth (1/16th) of the 26,939 RSUs subject to the award will vest on August 20, 2018, and an additional one-sixteenth (1/16th) of the RSUs subject to the award will vest on each November 20, February 20, May 20, and August 20 thereafter, such that the award will be fully vested on May 20, 2022.
(4)	Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, ten percent (10%) of the 20,261 RSUs subject to the award will vest on May 20, 2020; twenty percent (20%) of the RSUs subject to the award will vest on May 20, 2021; thirty percent (30%) of the RSUs subject to the award will vest on May 20, 2022; forty percent (40%) of the RSUs subject to the award will vest on May 20, 2023, such that the award will be fully vested on May 20, 2023.

Remarks:
Vice President, Marketing, High Performance Analog

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LOUGHEED JAMES C/O MAXLINEAR, INC. 5966 LA PLACE COURT, SUITE 100 CARLSBAD, CA 92008			See Remarks