Unassociated Document

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Schedule 13G
 
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. _____)*
 
 
MaxLinear, Inc.
(Name of Issuer)
 

Class A Common Stock
(Title of Class of Securities)
 

57776J100
(CUSIP Number)
 

December 31, 2010
(Date of Event Which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
           o Rule 13d-1(b)
 
           o Rule 13d-1(c)
 
           x Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
(Continued on following pages)
 
 
CUSIP No: 57776J100
Page 2 of  17
 
 
1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Battery Ventures VII, L.P. (“BV7”)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o                  (b) x      
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
2,255,106 shares1, except that Battery Partners VII, LLC (“BPVII LLC”), the general partner of BV7, may be deemed to have sole power to vote these shares; Richard D. Frisbie (“Frisbie”), a managing member of BPVII LLC, may be deemed to have shared power to vote these shares; Thomas J. Crotty (“Crotty”), a managing member of BPVII LLC, may be deemed to have shared power to vote these shares; Kenneth P. Lawler (“Lawler”) a managing member of BPVII LLC, may be deemed to have shared power to vote these shares; Morgan M. Jones (“Jones”), a managing member of BPVII LLC, may be deemed to have shared power to vote these shares; Scott R. Tobin (“Tobin”), a managing member of BPVII LLC, may be deemed to have shared power to vote these shares; and R. David Tabors (“Tabors”), a managing member of BPVII LLC, may be deemed to have shared power to vote these shares.
 
6
SHARED VOTING POWER
See response to row 5
 
7
SOLE DISPOSITIVE POWER
2,255,106 shares1, except that BPVII LLC, the general partner of BV7, may be deemed to have sole dispositive power with respect to these shares; Frisbie, a managing member of BPVII LLC, may be deemed to have shared dispositive power with respect to these shares; Crotty, a managing member of BPVII LLC, may be deemed to have shared dispositive power with respect to these shares; Lawler a managing member of BPVII LLC, may be deemed to have shared dispositive power with respect to these shares; Jones, a managing member of BPVII LLC, may be deemed to have shared dispositive power with respect to these shares; Tobin, a managing member of BPVII LLC, may be deemed to have shared dispositive power with respect to these shares; and Tabors, a managing member of BPVII LLC, may be deemed to have shared dispositive power with respect to these shares.
 
8
SHARED DISPOSITIVE POWER
See response to row 7
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                        
2,255,106        
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
o    
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.44%        
12
TYPE OF REPORTING PERSON*                                                                                       
PN        

                
1 Represents 2,255,106 shares of Class B Common Stock held directly by BV7. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
 
 
CUSIP No: 57776J100
Page 3 of 17
 
 
1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Battery Partners VII, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o                  (b)  x 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7, except that Frisbie, a managing member of BPVII LLC, may be deemed to have shared power to vote these shares;  Crotty, a managing member of BPVII LLC, may be deemed to have shared power to vote these shares; Lawler, a managing member of BPVII LLC, may be deemed to have shared power to vote these shares; Jones, a managing member of BPVII LLC, may be deemed to have shared power to vote these shares; Tobin, a managing member of BPVII LLC, may be deemed to have shared power to vote these shares; and Tabors, a managing member of BPVII LLC, may be deemed to have shared power to vote these shares.
 
6
SHARED VOTING POWER
See response to row 5
 
7
SOLE DISPOSITIVE POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7, except that Frisbie, a managing member of BPVII LLC, may be deemed to have shared dispositive power with respect to these shares; Crotty, a managing member of BPVII LLC, may be deemed to have shared dispositive power with respect to these shares; Lawler, a managing member of BPVII LLC, may be deemed to have shared dispositive power with respect to these shares; Jones, a managing member of BPVII LLC, may be deemed to have shared dispositive power with respect to these shares; Tobin, a managing member of BPVII LLC, may be deemed to have shared dispositive power with respect to these shares; and Tabors, a managing member of BPVII LLC, may be deemed to have shared dispositive power with respect to these shares.
 
8
SHARED DISPOSITIVE POWER
See response to row 7
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                        
2,298,313        
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o    
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.72%        
12
TYPE OF REPORTING PERSON*                                                                                                        
OO        
       
2 Represents 43,207 shares of Class B Common Stock held directly by BIP7. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock.
 
 
CUSIP No: 57776J100
Page 4 of 17
 
 
1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Battery Investment Partners VII, LLC (“BIP7”)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o                   (b)  x 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
5
SOLE VOTING POWER
43,207 shares2, except that (i) BPVII LLC, the managing member of BIP7, may be deemed to have sole power to vote these shares, and (ii) each of Frisbie, Crotty, Lawler, Jones, Tabor and Tobin, each of whom is a managing member of BPVII LLC, may be deemed to have shared power to vote these shares.
BENEFICIALLY
OWNED BY EACH REPORTING
6
SHARED VOTING POWER
See response to row 5
PERSON
WITH
7
SOLE DISPOSITIVE POWER
43,207 shares2, except that (i) BPVII LLC, the managing member of BIP7, may be deemed to have sole power to vote these shares, and (ii) each of Frisbie, Crotty, Lawler, Jones, Tabor and Tobin, each of whom is a managing member of BPVII LLC, may be deemed to have shared power to dispose of these shares.
 
8
SHARED DISPOSITIVE POWER
See response to row 7
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                      
43,207        
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o    
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.28%        
12
TYPE OF REPORTING PERSON*                                                                                                        
OO        
 
 
CUSIP No: 57776J100
Page 5 of 17
 
 
1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard D. Frisbie
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o                   (b) x 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
5
SOLE VOTING POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7.  Frisbie is a managing member of BPVII LLC, which is (i) the general partner of BV7 and (ii) the managing member of BIP7, and may be deemed to have shared power to vote these shares.
BENEFICIALLY
OWNED BY EACH REPORTING
6
SHARED VOTING POWER
See response to row 5
PERSON
WITH
7
SOLE DISPOSITIVE POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7.  Frisbie is a managing member of BPVII LLC, which is (i) the general partner of BV7 and (ii) the managing member of BIP7, and may be deemed to have shared dispositive power with respect to these shares.
 
8
SHARED DISPOSITIVE POWER
See response to row 7
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                        
2,298,313        
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o    
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.72%        
12
TYPE OF REPORTING PERSON*                                                                                                        
IN        
 
 
CUSIP No: 57776J100
Page 6 of 17
 
 
1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas J. Crotty
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A ROUP*
(a) o                   (b) x 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
5
SOLE VOTING POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7.  Crotty is a managing member of BPVII LLC, which is (i) the general partner of BV7 and (ii) the managing member of BIP7, and may be deemed to have shared power to vote these shares.
BENEFICIALLY
OWNED BY EACH REPORTING
6
SHARED VOTING POWER
See response to row 5
PERSON
WITH
7
SOLE DISPOSITIVE POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7.  Crotty is a managing member of BPVII LLC, which is (i) the general partner of BV7 and (ii) the managing member of BIP7, and may be deemed to have shared dispositive power with respect to these shares.
 
8
SHARED DISPOSITIVE POWER
See response to row 7
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                        
2,298,313        
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o    
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.72%        
12
TYPE OF REPORTING PERSON*                                                                     
IN        
 
 
CUSIP No: 57776J100
Page 7 of 17
 
 
1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth P. Lawler
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o                   (b) x 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
5
SOLE VOTING POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7.  Lawler is a managing member of BPVII LLC, which is (i) the general partner of BV7 and (ii) the managing member of BIP7, and may be deemed to have shared power to vote these shares.
BENEFICIALLY
OWNED BY EACH REPORTING
6
SHARED VOTING POWER
See response to row 5
PERSON
WITH
7
SOLE DISPOSITIVE POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7.  Lawler is a managing member of BPVII LLC, which is (i) the general partner of BV7 and (ii) the managing member of BIP7, and may be deemed to have shared dispositive power with respect to these shares.
 
8
SHARED DISPOSITIVE POWER
See response to row 7
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                        
2,298,313        
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o    
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.72%        
12
TYPE OF REPORTING PERSON*                                                                                                        
IN        
 
 
CUSIP No: 57776J100
Page 8 of 17
 
 
1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan M. Jones
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  o                  (b) x 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
5
SOLE VOTING POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7.  Jones is a managing member of BPVII LLC, which is (i) the general partner of BV7 and (ii) the managing member of BIP7, and may be deemed to have shared power to vote these shares.
BENEFICIALLY
OWNED BY EACH REPORTING
6
SHARED VOTING POWER
See response to row 5
PERSON
WITH
7
SOLE DISPOSITIVE POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7.  Jones is a managing member of BPVII LLC, which is (i) the general partner of BV7 and (ii) the managing member of BIP7, and may be deemed to have shared dispositive power with respect to these shares.
 
8
SHARED DISPOSITIVE POWER
See response to row 7
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                        
2,298,313        
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o    
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.72%        
12
TYPE OF REPORTING PERSON*                                                                                                        
IN        
 
 
CUSIP No: 57776J100
Page 9 of 17
 
 
1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott R. Tobin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o                   (b)  x 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
5
SOLE VOTING POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7.  Tobin is a managing member of BPVII LLC, which is (i) the general partner of BV7 and (ii) the managing member of BIP7, and may be deemed to have shared power to vote these shares.
BENEFICIALLY
OWNED BY EACH REPORTING
6
SHARED VOTING POWER
See response to row 5
PERSON
WITH
7
SOLE DISPOSITIVE POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7.  Tobin is a managing member of BPVII LLC, which is (i) the general partner of BV7 and (ii) the managing member of BIP7, and may be deemed to have shared dispositive power with respect to these shares.
 
8
SHARED DISPOSITIVE POWER
See response to row 7
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                        
2,298,313        
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o    
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.72%        
12
TYPE OF REPORTING PERSON*                                                                                                        
IN        
 
 
CUSIP No: 57776J100
Page 10 of 17
 
 
1
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. David Tabors
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o                    (b) x 
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
5
SOLE VOTING POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7.  Tabors is a managing member of BPVII LLC, which is (i) the general partner of BV7 and (ii) the managing member of BIP7, and may be deemed to have shared power to vote these shares.
BENEFICIALLY
OWNED BY EACH REPORTING
6
SHARED VOTING POWER
See response to row 5
PERSON
WITH
7
SOLE DISPOSITIVE POWER
2,298,313 shares, of which 2,255,1061 are directly owned by BV7 and 43,2072 are directly owned by BIP7.  Tabors is a managing member of BPVII LLC, which is (i) the general partner of BV7 and (ii) the managing member of BIP7, and may be deemed to have shared dispositive power with respect to these shares.
 
8
SHARED DISPOSITIVE POWER
See response to row 7
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                       
 2,298,313        
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
o    
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.72%        
12
TYPE OF REPORTING PERSON*                                                                                                        
IN        
 
 
CUSIP No: 57776J100
Page 11 of 17
 
 
ITEM 1(A).
NAME OF ISSUER
   
  MaxLinear, Inc.
 
ITEM 1(B).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 
2051 Palomar Airport Road, Suite 100
 
Carlsbad, California 92011
 
ITEM 2(A).
NAME OF PERSONS FILING

 
Battery Ventures VII, L.P. (“BV7”), Battery Partners VII, LLC (“BPVII LLC”), Battery Investment Partners VII, LLC (“BIP7”),  Richard D. Frisbie (“Frisbie”), Thomas J. Crotty (“Crotty”), Kenneth P. Lawler (“Lawler”), Morgan M. Jones (“Jones”), Scott R. Tobin (“Tobin”), and R. David Tabors (“Tabors”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
 
 
Frisbie, Crotty, Lawler, Jones, Tobin, and Tabors are the sole managing members of BPVII LLC, the sole general partner of BV7.  BIP7 invests alongside BV7 in all investments made by BV7.  BPVII LLC is the sole managing member of BIP7.
 
ITEM 2(B).
ADDRESS OF PRINCIPAL OFFICE
 
The address for each of the Reporting Persons is:

Battery Ventures
930 Winter Street, Suite 2500
Waltham, MA 02451

ITEM 2(C).
CITIZENSHIP
 
 
Frisbie, Crotty, Lawler, Jones, Tobin, and Tabors are United States citizens.  BV7 is a limited partnership organized under the laws of the State of Delaware.  BPVII LLC and BIP7 are limited liability companies organized under the laws of the State of Delaware.
 
ITEM 2(D).
TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
 
 
Class A Common Stock, $0.0001 par value per share.  The Reporting Persons beneficially own shares of Class B Common Stock, $0.0001 par value per share.  Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder thereof.
 
ITEM 2(E).
CUSIP NUMBER
 
 
57776J100
 
ITEM 3.
Not Applicable
 
 
CUSIP No: 57776J100
Page 12 of 17
 
 
ITEM 4.
OWNERSHIP
 
 
The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 13,316,099 shares of Class A Common Stock outstanding as of February 8, 2011, as reported in the Issuer’s Annual Report on Form 10-K for the period ended December 31, 2010, plus the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Persons.
 
 
The following information with respect to the ownership of the ordinary shares of the issuer by the Reporting Persons filing this Statement is provided as of December 31, 2010:
 
(a)  
Amount beneficially owned:
 
 
See Row 9 of cover page for each Reporting Person.
 
(b)  
Percent of Class:
 
 
See Row 11 of cover page for each Reporting Person.
 
(c)  
Number of shares as to which such person has:
 
(i)  
Sole power to vote or to direct the vote:
 
 
See Row 5 of cover page for each Reporting Person.
 
(ii)  
Shared power to vote or to direct the vote:
 
See Row 6 of cover page for each Reporting Person.
 
(iii)  
Sole power to dispose or to direct the disposition of:
 
See Row 7 of cover page for each Reporting Person.
 
(iv)  
Shared power to dispose or to direct the disposition of:
 
 
See Row 8 of cover page for each Reporting Person.
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
 
 
Not applicable.
 
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
 
 
Under certain circumstances set forth in the limited partnership agreement of BV7 and the limited liability company agreement of BIP7, the general and limited partners and managing member and members of each such entity, respectively, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, respectively.
 
 
CUSIP No: 57776J100
Page 13 of 17
 
 
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
 
 
Not applicable.
 
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
 
 
Not applicable.
 
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP.
 
 
Not applicable.
 
ITEM 10.
CERTIFICATION.

 
Not applicable.

 
CUSIP No: 57776J100
Page 14 of 18
 
 
SIGNATURES


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 11, 2011
 
 
  BATTERY VENTURES VII, L.P.  
       
 
By:
Battery Partners VII, LLC  
       
 
By:
*  
    Managing Member  
       
       
 
  BATTERY PARTNERS VII, LLC  
       
       
 
By:
*  
    Managing Member  
       
       
 
  BATTERY INVESTMENT PARTNERS VII, LLC  
       
       
 
By:
*  
    Managing Member  
       
       
 
  RICHARD D. FRISBIE  
       
       
 
By:
*  
    Richard D. Frisbie  
       
       
 
  THOMAS J. CROTTY  
       
       
 
By:
*  
    Thomas J. Crotty  
       
       
 
  KENNETH P. LAWLER  
       
       
 
By:
*  
    Kenneth P. Lawler  
       
 
 
  MORGAN M. JONES  
       
       
 
By:
*  
    Morgan M. Jones  
       
 
 
 
CUSIP No: 57776J100
Page 15 of 17
 
 
  SCOTT R. TOBIN  
       
       
 
By:
*  
    Scott R. Tobin  
       
 
 
  R. DAVID TABORS  
       
       
 
By:
*  
    R. David Tabors  
       
 
 
 
 
           
*By:
/s/ Christopher Schiavo
    
 
  
Name:
Christopher Schiavo
    
 
  
 
Attorney-in-Fact
    
 
  
 

This Schedule 13G was executed pursuant to a Power of Attorney.   Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.
 
 
 
CUSIP No: 57776J100
Page 16 of 17
 
EXHIBIT I
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13G need be filed with respect to ownership by each of the undersigned of shares of Common Stock of MaxLinear, Inc.
 
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
 
Dated:  February 11, 2011
 
 
  BATTERY VENTURES VII, L.P.  
       
 
By:
Battery Partners VII, LLC  
       
 
By:
*  
    Managing Member  
       
       
 
  BATTERY PARTNERS VII, LLC  
       
       
 
By:
*  
    Managing Member  
       
       
 
  BATTERY INVESTMENT PARTNERS VII, LLC  
       
       
 
By:
*  
    Managing Member  
       
       
 
  RICHARD D. FRISBIE  
       
       
 
By:
*  
    Richard D. Frisbie  
       
       
 
  THOMAS J. CROTTY  
       
       
 
By:
*  
    Thomas J. Crotty  
       
       
 
  KENNETH P. LAWLER  
       
       
 
By:
*  
    Kenneth P. Lawler  
       
 
 
  MORGAN M. JONES  
       
       
 
By:
*  
    Morgan M. Jones  
       
 
 
 
CUSIP No: 57776J100
Page 17 of 17
 
 
  SCOTT R. TOBIN  
       
       
 
By:
*  
    Scott R. Tobin  
       
 
 
  R. DAVID TABORS  
       
       
 
By:
*  
    R. David Tabors  
       
 
 
 
 
           
*By:
/s/ Christopher Schiavo
    
 
  
Name:
Christopher Schiavo
    
 
  
 
Attorney-in-Fact
    
 
  
 

This Schedule 13G was executed pursuant to a Power of Attorney.   Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.