Edgar Filing: ROOT JONATHAN D

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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1. Name and Address of Reporting Person ^*

PRESIDIO MANAGEMENT GROUP VIII L L C

2. Issuer Name and Ticker or Trading Symbol
MAXLINEAR INC [MXL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2735 SAND HILL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2012

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock (convertible into Class A Common Stock) ⁽¹⁾

⁽¹⁾

08/21/2012

S⁽²⁾

488,481

⁽¹⁾

Class A Common Stock ($0.0001 par value)

488,481

$ 5.59

2,341,364

Directly owned by USVP VIII ⁽³⁾

Class B Common Stock (convertible into Class A Common Stock) ⁽¹⁾

⁽¹⁾

08/21/2012

S⁽²⁾

4,715

⁽¹⁾

Class A Common Stock ($0.0001 par value)

4,715

$ 5.59

22,599

Directly owned by AFF VIII ⁽³⁾

Class B Common Stock (convertible into Class A Common Stock) ⁽¹⁾

⁽¹⁾

08/21/2012

S⁽²⁾

4,515

⁽¹⁾

Class A Common Stock ($0.0001 par value)

4,515

$ 5.59

21,639

Directly owned by EP VIII-A ⁽³⁾

Class B Common Stock (convertible into Class A Common Stock) ⁽¹⁾

⁽¹⁾

08/21/2012

S⁽²⁾

2,289

⁽¹⁾

Class A Common Stock ($0.0001 par value)

2,289

$ 5.59

10,969

Directly owned by EP VIII-B ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PRESIDIO MANAGEMENT GROUP VIII L L C 2735 SAND HILL ROAD MENLO PARK, CA 94025		X
ROOT JONATHAN D 2735 SAND HILL ROAD MENLO PARK, CA 94025		X
Rust Christopher J 2735 SAND HILL ROAD MENLO PARK, CA 94025		X
Tansey Casey M 2735 SAND HILL ROAD MENLO PARK, CA 94025		X
YOUNG PHILIP M 2735 SAND HILL ROAD MENLO PARK, CA 94025		X

Signatures

Michael P. Maher - Attorney in fact for each reporting person		08/22/2012
^**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)	Upon certain transfers and at the option of the holder, 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. 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
(2)	Under separate agreement the Issuer purchased the direct owner's Class B Common Stock listed in Column 5 at the closing price of the Issuer's Class A Common Stock ($5.59 per share) as of the transaction date.
(3)	Presidio Management Group VIII, LLC ("PMG VIII") for additional members of this joint filing. PMG VIII is the general partner of US Venture Partners VIII, L.P. ("USVP VIII"), USVP Entrepreneur Partners VIII-A, L.P. ("EP VIII-A"), USVP Entrepreneur Partners VIII-B, L.P. ("EP VIII-B"), and USVP VIII Affiliates Fund, L.P. ("AFF VIII"), and Irwin Federman, Winston S. Fu, Steven M. Krausz, David E. Liddle, Jonathan D. Root, Christopher Rust, Casey M. Tansey, and Philip M. Young, the managing members of PMG VIII, may be deemed to share voting and dispositive power over the shares held by USVP VIII, EP VIII-A, EP VIII-B and AFF VIII. Such persons and entities disclaim beneficial ownership of shares held by USVP VIII, EP VIII-A, EP VIII-B and AFF VIII except to the extent of any pecuniary interest therein.
Remarks: Remark: This report is one (1) of two (2) reports each on a separate Form 4; however, these forms are related to the same transaction being filed by the reporting persons.

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