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 *

SEENDRIPU KISHORE
2. Issuer Name and Ticker or Trading Symbol

MAXLINEAR INC [ MXL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman, President and CEO
(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)
Code V Amount (A) or (D) Price
Common Stock (1)5/20/2021  M  10621 A$0 201127 D  
Common Stock 5/20/2021  F  10621 D$35.80 190506 D  
Common Stock         551430 I See footnote (2)
Common Stock         410731 I See footnote (3)
Common Stock         410731 I See footnote (4)
Common Stock         344997 I See footnote (5)
Common Stock         344997 I See footnote (6)
Common Stock         394891 I See footnote (7)
Common Stock         394891 I See footnoe (8)
Common Stock         396526 I See footnote (9)
Common Stock         396526 I See footnote (10)
Common Stock         18920 I See footnote (11)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)5/20/2021  M     10621   (12) (12)Common Stock 10621.0 $0 64266 D  

Explanation of Responses:
(1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of MaxLinear, Inc. Common Stock.
(2) Shares held by the Seendripu Family Trust dated 10/5/09, a trust for the benefit of the Reporting Person and the Reporting Person's spouse, for which the Reporting Person and the Reporting Person's spouse serve as trustees.
(3) Shares held by the Kishore V. Seendripu 2019 Annuity Trust dated May 6, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee.
(4) Shares held by the Rekha S. Seendripu 2019 Annuity Trust dated May 6, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee.
(5) Shares held by the Kishore V. Seendripu 2019-2 Annuity Trust dated November 9, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee.
(6) Shares held by the Rekha S. Seendripu 2019-2 Annuity Trust dated November 9, 2019, a grantor retained annuity trust, for which the Reporting Person serves as trustee.
(7) Shares held by the Kishore V. Seendripu 2020 Annuity Trust A dated June 1, 2020, a grantor retained annuity trust, for which the Reporting Person serves as trustee.
(8) Shares held by the Rekha S. Seendripu 2020 Annuity Trust A dated June 1, 2020, a grantor retained annuity trust, for which the Reporting Person serves as trustee.
(9) Shares held by the IKS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee.
(10) Shares held by the SS Heritage Trust dated July 13, 2020, a trust for the benefit of the Reporting Person's child, and for which the Reporting Person serves as co-trustee.
(11) Shares held by the Seendripu Relatives Trust dated 10/5/09, a trust for the benefit of the Reporting Person's parents and siblings, and for which the Reporting Person serves as trustee.
(12) 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-fourth (1/4th) of the 85,689 RSUs subject to the award will vest on May 20, 2021, and one fourth (1/4th) of the RSUs subject to the award will vest on each May 20, thereafter, such that the award will be fully vested on May 20, 2024.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SEENDRIPU KISHORE
C/O MAXLINEAR, INC.
5966 LA PLACE COURT, SUITE 100
CARLSBAD, CA 92008
XXChairman, President and CEO

Signatures
/s/ Connie Kwong, as Attorney-in-Fact5/24/2021
**Signature of Reporting PersonDate

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