SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Battery Ventures VII, L.P. (Last) (First) (Middle) 930 WINTER STREET SUITE 2500 (Street) WALTHAM MA 02451 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/23/2010	3. Issuer Name and Ticker or Trading Symbol MAXLINEAR INC [ MXL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	(1)	Common Stock(1)(2)	3,456,927	$0(1)	I	See Footnote(3)(4)

1. Name and Address of Reporting Person* Battery Ventures VII, L.P. (Last) (First) (Middle) 930 WINTER STREET SUITE 2500 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Battery Investment Partners VII, LLC (Last) (First) (Middle) 930 WINTER STREET SUITE 2500 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Battery Partners VII, LLC (Last) (First) (Middle) 930 WINTER STREET SUITE 2500 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LAWLER KENNETH P (Last) (First) (Middle) 930 WINTER STREET SUITE 2500 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CROTTY THOMAS J (Last) (First) (Middle) 930 WINTER STREET SUITE 2500 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FRISBIE RICHARD D (Last) (First) (Middle) 930 WINTER STREET SUITE 2500 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JONES MORGAN M (Last) (First) (Middle) 930 WINTER STREET SUITE 2500 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lee Roger H (Last) (First) (Middle) 930 WINTER STREET SUITE 2500 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TABORS R DAVID (Last) (First) (Middle) 930 WINTER STREET SUITE 2500 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TOBIN SCOTT R (Last) (First) (Middle) 930 WINTER STREET SUITE 2500 (Street) WALTHAM MA 02451 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Series B Convertible Preferred Stock is convertible at any time at the election of the Reporting Persons and will automatically convert into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering on March 29, 2010. There is no expiration date.

2. Following the conversion of Common Stock into Class B Common Stock immediately prior to the closing of the Issuer's initial public offering on March 29, 2010, each share of Class B Common Stock will be convertible into one share of Class A Common Stock upon certain transfers and at the option of the holder. On the seventh anniversary of the closing of the Issuer'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. Of the reported securities 3,391,938 are owned directly by Battery Ventures VII, L.P. The sole general partner of Battery Ventures VII, L.P. is Battery Partners VII, LLC. The managing members of Battery Partners VII, LLC are Kenneth P. Lawler, Thomas J. Crotty, Richard D. Frisbie, Morgan M. Jones, Roger H. Lee, R. David Tabors and Scott R. Tobin, who hold voting and dispositive power for the shares held by Battery Ventures VII, L.P. Each of Messrs. Lawler, Crotty, Frisbie, Jones, Lee, Tabors and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. Of the reported securities 64,989 are owned directly by Battery Investment Partners VII, LLC. The sole managing member of Battery Investment Partners VII, LLC is Battery Partners VII, LLC. The managing members of Battery Partners VII, LLC are Kenneth P. Lawler, Thomas J. Crotty, Richard D. Frisbie, Morgan M. Jones, Roger H. Lee, R. David Tabors and Scott R. Tobin, who hold voting and dispositive power for the shares held by Battery Ventures VII, L.P. Each of Messrs. Lawler, Crotty, Frisbie, Jones, Lee, Tabors and Tobin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

The reporting persons are part of a 13(d) group owning more than 10% of the Issuer's outstanding equity securities.

	/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Ventures VII LP)	03/23/2010
	/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Investment Partners VII LLC)	03/23/2010
	/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Partners VII LLC)	03/23/2010
	/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Kenneth P. Lawler)	03/23/2010
	/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Thomas J. Crotty)	03/23/2010
	/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Richard D. Frisbie)	03/23/2010
	/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Morgan M. Jones)	03/23/2010
	/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Roger H. Lee)	03/23/2010
	/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of R. David Tabors)	03/23/2010
	/s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Scott R. Tobin)	03/23/2010
	** 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 5 (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).
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