Ownership Submission
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, 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 *
  Kwong Connie H.
2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2016
3. Issuer Name and Ticker or Trading Symbol
MAXLINEAR INC [MXL]
(Last)
(First)
(Middle)
C/O MAXLINEAR, INC., 5966 LA PLACE COURT, SUITE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Corporate Controller & PAO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CARLSBAD, CA 92008
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 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)
Class A Common Stock (par value $0.0001) 808
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Restricted Stock Units   (1)   (1) Class A Common Stock (par value $0.0001) 9,000 $ (2) D  
Restricted Stock Units   (3)   (3) Class A Common Stock (par value $0.0001) 10,000 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kwong Connie H.
C/O MAXLINEAR, INC.
5966 LA PLACE COURT, SUITE 100
CARLSBAD, CA 92008
      Corporate Controller & PAO  

Signatures

/s/ Adam Spice, as Attorney-in-Fact 02/17/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, the restricted stock units ("RSUs") subject to the award will vest as follows: twenty-five percent (25%) of the RSUs will vest on May 20, 2016, and one-sixteenth (1/16th) of the RSUs subject will vest on each August 20, November 20, February 20 and May 20 thereafter, such that the award will be fully vested on May 20, 2019.
(2) Each RSU represents a contingent right to receive one share of MaxLinear, Inc. Class A Common Stock.
(3) Subject to the Reporting Person's continuing to be a Service Provider (as defined in the 2010 Equity Incentive Plan) through each applicable vesting date, the RSUs subject to the award will vest as follows: one-sixteenth (1/16th) of the RSUs will vest on February 20, 2016, and one-sixteenth (1/16th) of the RSUs will vest on each May 20, August 20, November 20, and February 20 thereafter, such that the award will be fully vested on November 20, 2019.

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