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 *
REDDY MADHUKAR
   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, ICs and RF Systems Enginee
(Last)
(First)
(Middle)
2051 PALOMAR AIRPORT ROAD, SUITE 100		 3. Date of Earliest Transaction (Month/Day/Year)
05/18/2012
(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Stock Option (Right to Buy) $ 7.4478 05/18/2012   D     80,728   (1) 10/27/2019 Class B Common Stock (par value $0.0001) 80,728 (2) 0 D  
Restricted Stock Units (3) 05/18/2012   A   40,364     (4) 05/18/2015 Class A Common Stock (par value $0.0001) 40,364 (2) 40,364 D  
Stock Option (right to Buy) $ 9.1 05/18/2012   D     36,000   (5) 05/06/2018 Class A Common Stock (par value $0.0001) 36,000 (6) 0 D  
Restricted Stock Units (3) 05/18/2012   A   18,000     (4) 05/18/2015 Class A Common Stock (par value $0.0001) 18,000 (6) 18,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
REDDY MADHUKAR
2051 PALOMAR AIRPORT ROAD
SUITE 100
CARLSBAD, CA 92011		       VP, ICs and RF Systems Enginee  

Signatures

 /s/ Kishore Seendripu, as Attorney-in-Fact   05/22/2012
**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) The cancelled option provided for vesting as follows: Ten percent (10%) of the shares subject to the option shall vest and become exercisable one (1) year after October 27, 2009, the grant date, twenty percent (20%) of the shares subject to the stock option vest and become exercisable on the second (2nd) anniversary of the grant date, thirty percent (30%) of the shares subject to the stock option vest and become exercisable on the third (3rd) anniversary of the grant date, and forty percent (40%) of the shares subject to the shares subject to the stock option vest and become exercisable on the fourth (4th) anniversary of the grant date.
(2) On May 18, 2012, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on May 6, 2011. In exchange for the option, the Reporting Person received 40,364 restricted stock units ("RSUs").
(3) Each RSU represents the contingent right to receive one share of MaxLinear, Inc. Class A Common Stock.
(4) Subject to the Reporting Person's continuing to be a service provider through each applicable vesting date, one third (1/3rd) of the RSUs shall vest on May 18, 2013, and one third (1/3rd) of the RSUs shall vest on each successive anniversary thereafter, such that the award shall be fully vested on May 18, 2015.
(5) The cancelled option provided for vesting as follows: Ten percent (10%) of the shares subject to the option shall vest and become exercisable on the one (1) year anniversary of, May 6, 2011, the date of grant, and, thereafter, twenty percent (20%) of the shares subject to the option shall vest and become exercisable on the two (2) year anniversary of the date of grant, thirty percent (30%) of the shares subject to the option shall vest and become exercisable on the three (3) year anniversary of the date of grant, and forty percent (40%) of the shares subject to the option shall vest and become exercisable on the four (4) year anniversary of the date of grant, such that the option shall be fully vested on the four (4) year anniversary of the date of grant, subject to the Reporting Person's continuing to be a service provider through each such date.
(6) On May 18, 2012, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on May 6, 2011. In exchange for the option, the Reporting Person received 18,000 restricted stock units RSUs.

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