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)
12/20/2011
(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
Class B Common Stock (convertible into Class A Common Stock) (1) (1) 12/20/2011   G(2) V   5,500   (1)   (1) Class A Common Stock ($0.0001 par value) 5,500 (1) 57,330 D  
Class B Common Stock (convertible into Class A Common Stock) (1) (1) 12/20/2011   G(2) V 5,500     (1)   (1) Class A Common Stock ($0.0001 par value) 5,500 (1) 7,800 I See Footnote (3)
Class B Common Stock (convertible into Class A Common Stock) (1) (1) 12/20/2011   G(4) V   5,500   (1)   (1) Class A Common Stock ($0.0001 par value) 5,500 (1) 51,830 D  
Class B Common Stock (convertible into Class A Common Stock) (1) (1) 12/20/2011   G(4) V 5,500     (1)   (1) Class A Common Stock ($0.0001 par value) 5,500 (1) 7,800 I See Footnote (5)

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/ Patrick E. McCready, by power of attorney   12/27/2011
**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 Class B Common Stock is convertible into one share of Class A Common Stock, which is the publicly traded 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.
(2) Represents a transfer of shares for no consideration from the Reporting Person to Madhukar Reddy Cust Anavi Reddy UTMA CA DG07188DD, for which the Reporting Person serves as custodian.
(3) Shares held by Madhukar Reddy Cust Anavi Reddy UTMA CA DG07188DD, for which the Reporting Person serves as custodian.
(4) Represents a transfer of shares for no consideration from the Reporting Person to Madhukar Reddy Cust Arnav Reddy UTMA CA DG07187DD, for which the Reporting Person serves as custodian.
(5) Shares held by Madhukar Reddy Cust Arnav Reddy UTMA CA DG07187DD, for which the Reporting Person serves as custodian.

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