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 * Mission Ventures Management III LLC   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) 11455 EL CAMINO REAL, SUITE 450,  3. Date of Earliest Transaction (Month/Day/Year) 03/29/2010 (Street) SAN DIEGO, CA 92130 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 Common Stock ($0.0001 par value) (1) (2) 03/29/2010   C   1,885,570 A (1) (2) 1,885,570 I See footnote (3) Common Stock ($0.0001 par value) (1) (2) 03/29/2010   C   82,665 A (1) (2) 82,665 I See footnote (4) Common Stock ($0.0001 par value) (1) (2) 03/29/2010   C   1,251,911 A (1) (2) 1,251,911 I See footnote (3) Common Stock ($0.0001 par value) (1) (2) 03/29/2010   C   54,885 A (1) (2) 54,885 I See footnote (4)

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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

Series A Convertible Preferred Stock (5)

$ 0 (5)

03/29/2010

C

1,885,570

(5)

(5)

Common Stock (1) (2)

1,885,570

$ 2.03

0

I

See footnote (3)

Series A Convertible Preferred Stock (5)

$ 0 (5)

03/29/2010

C

82,665

(5)

(5)

Common Stock (1) (2)

82,665

$ 2.03

0

I

See footnote (4)

Series B Convertible Preferred Stock (6)

$ 0 (6)

03/29/2010

C

1,251,911

(6)

(6)

Common Stock (1) (2)

1,251,911

$ 2.86

0

I

See footnote (3)

Series B Convertible Preferred Stock (6)

$ 0 (6)

03/29/2010

C

54,885

(6)

(6)

Common Stock (1) (2)

54,885

$ 2.86

0

I

See footnote (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mission Ventures Management III LLC 11455 EL CAMINO REAL, SUITE 450 SAN DIEGO, CA 92130		X
Mission Ventures III LP 11455 EL CAMINO REAL, SUITE 450 SAN DIEGO, CA 92130		X
Mission Ventures Affiliates III LP 11455 EL CAMINO REAL, SUITE 450 SAN DIEGO, CA 92130		X
Alexander Edward E C/O MISSION VENTURES 11455 EL CAMINO REAL, SUITE 450 SAN DIEGO, CA 92130	X	X
RYAN DAVID J C/O MISSION VENTURES 11455 EL CAMINO REAL, SUITE 450 SAN DIEGO, CA 92130		X
KIBBLE ROBERT F C/O MISSION VENTURES 11455 EL CAMINO REAL, SUITE 450 SAN DIEGO, CA 92130		X
SPIEGEL LEO C/O MISSION VENTURES 11455 EL CAMINO REAL, SUITE 450 SAN DIEGO, CA 92130		X

Signatures

/s/ Caroline Barberio, by power of attorney		03/29/2010
**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)	Each share of Common Stock shall be automatically converted into one share of Class B Common Stock immediately prior to the closing of the Registrant's initial public offering on March 29, 2010.
(2)	Following the conversion of Common Stock into Class B Common Stock immediately prior to the closing of the Registrant'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 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 Mission Ventures III, L.P. ("Mission Ventures"). Mission Ventures Management III, L.L.C. ("MVM III"), is the sole general partner of Mission Ventures and has voting and investment control over the shares held by Mission Ventures. MVM III disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. MVM III has a pecuniary interest in 1% of the total number of shares held by Mission Ventures in the Issuer. Edward E. Alexander, David Ryan, Robert Kibble and Leo Spiegel, the managing members of MVM III, may be deemed to possess voting and investment control over the shares held by Mission Ventures and may be deemed to have indirect beneficial ownership of the shares held by Mission Ventures. Such persons disclaim beneficial ownership of shares held by Mission Ventures except to the extent of any pecuniary interest therein.
(4)	Shares held directly by Mission Ventures Affiliates III, L.P. ("Mission Affiliates"). Mission Ventures Management III, L.L.C. ("MVM III"), is the sole general partner of Mission Affiliates and has voting and investment control over the shares held by Mission Ventures. MVM III disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. MVM III has a pecuniary interest in1% of the total number of shares held by Mission Ventures in the Issuer. Edward E. Alexander, David Ryan, Robert Kibble and Leo Spiegel, the managing members of MVM III, may be deemed to possess voting and investment control over the shares held by Mission Affiliates and may be deemed to have indirect beneficial ownership of the shares held by Mission Affiliates. Such persons disclaim beneficial ownership of shares held by Mission Affiliates except to the extent of any pecuniary interest therein.
(5)	Pursuant to the consent of the holders, each share of Series A Preferred Stock shall be converted into one share of Common Stock immediately prior to the closing of the Registrant's initial public offering and has no expiration date.
(6)	Pursuant to the consent of the holders, each share of Series B Preferred Stock shall be converted into one share of Common Stock immediately prior to the closing of the Registrant's initial public offering and has no expiration date.

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