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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) 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)
President and CEO
(Last)          (First)          (Middle)

2051 PALOMAR AIRPORT ROAD, SUITE 100 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/29/2010
(Street)

CARLSBAD, CA 92011
(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 ($0.0001 par value)   (1) (2) 3/29/2010     J (1)    18920   D   (1) (2) 0   I   See footnote   (3)
Common Stock ($0.0001 par value)   (1) (2) 3/29/2010     J (1)    2163116   D   (1) (2) 0   I   See footnote   (4)
Common Stock ($0.0001 par value)   (1) (2) 3/29/2010     J (1)    1065616   D   (1) (2) 0   I   See footnote   (5)
Common Stock ($0.0001 par value)   (1) (2) 3/29/2010     J (1)    1065616   D   (1) (2) 0   I   See footnote   (6)

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)
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)   (1) (2) 3/29/2010     J   (1)    18920         (2)   (2) Class A Common Stock ($0.0001 par value)   18920   $0.00   18920   I   See footnote   (3)
Class B Common Stock (convertible into Class A Common Stock)   (1) (2)   (1) (2) 3/29/2010     J   (1)    2163116         (2)   (2) Class A Common Stock ($0.0001 par value)   2163116   $0.00   2163116   I   See footnote   (4)
Class B Common Stock (convertible into Class A Common Stock)   (1) (2)   (1) (2) 3/29/2010     J   (1)    1065616         (2)   (2) Class A Common Stock ($0.0001 par value)   1065616   $0.00   1065616   I   See footnote   (5)
Class B Common Stock (convertible into Class A Common Stock)   (1) (2)   (1) (2) 3/29/2010     J   (1)    1065616         (2)   (2) Class A Common Stock ($0.0001 par value)   1065616   $0.00   1065616   I   See footnote   (6)
Employee Stock Option (right to buy)   $4.6916   3/29/2010     J   (7)       86110      (8) 7/28/2019   Common Stock   86110   $0.00   0   D    
Employee Stock Option (right to buy)   $8.1910   3/29/2010     J   (7)       226039      (9) 10/27/2019   Common Stock   226039   $0.00   0   D    
Employee Stock Option (right to buy)   $4.6916   3/29/2010     J   (7)    86110         (8) 7/28/2019   Class B Common Stock   86110   $0.00   86110   D    
Employee Stock Option (right to buy)   $8.1910   3/29/2010     J   (7)    226039         (9) 10/27/2019   Class B Common Stock   226039   $0.00   226039   D    

Explanation of Responses:
( 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 Registrant's publicly traded stock registered under Section 12(b) of the Securities and Exchange Act of 1934, as amended, 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)  Shares held directly by the Seendripu Relatives Trust dated 10/5/09, a trust for the benefit of the Reporting Person's parents, siblings, and for which the Reporting Person serves as trustee.
( 4)  Shares held directly 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.
( 5)  Shares held directly by the Kishore V. Seendripu Annuity Trust dated 10/5/09, a grantor retained annuity trust, for which the Reporting Person serves as trustee.
( 6)  Shares held directly by the Rekha S. Seendripu Annuity Trust dated 10/5/09, a grantor retained annuity trust, for which the Reporting Person's spouse serves as trustee.
( 7)  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.
( 8)  This stock option was granted on July 28, 2009 and vests over four years. Subject to the optionee's continuing to provide services, 25% of the shares subject to the option vest and become exercisable one year after May 10, 2009, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter.
( 9)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SEENDRIPU KISHORE
2051 PALOMAR AIRPORT ROAD
SUITE 100
CARLSBAD, CA 92011 		X X President and CEO

Signatures
/s/ Patrick E. McCready, by power of attorney 3/29/2010
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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