July 23, 2012
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Kevin L. Vaughn, Accounting Branch Chief |
| Dennis Hult, Staff Accountant |
| Martin James, Senior Assistant Chief Accountant |
| Re: SEC Response Letter (MXL-004) Dated June 11, 2012 Regarding: MaxLinear, Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed March 14, 2012 File No. 001-34666 |
Gentlemen:
Reference is made to that certain letter submitted by Wilson Sonsini Goodrich & Rosati, a Professional Corporation, on behalf of MaxLinear, Inc., a Delaware corporation (the “Company”) to the Securities and Exchange Commission (the “Commission”) on July 11, 2012 (the “July 11 Letter”). The Company submits this response letter to a verbal comment of the staff of the Commission (the “Staff”) regarding the July 11 Letter.
The Company acknowledges that:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Securities and Exchange Commission
Division of Corporation Finance
July 23, 2012
Page 2
We appreciate the Staff’s comments and request that the Staff contact the undersigned at (760) 692-0711, or Robert F. Kornegay, outside counsel to the Company at (858) 350-2389, with any questions or comments regarding this letter. Thank you for your assistance.
| Sincerely, |
| MAXLINEAR, INC. |
| /s/ Adam C. Spice |
| Adam C. Spice |
| Chief Financial Officer |
| cc: | Kishore Seendripu, Ph.D., Chief Executive Officer |
| Justin Scarpulla, Chief Accounting Officer and Corporate Controller |
| MaxLinear, Inc. |
| Robert F. Kornegay |
| Wilson Sonsini Goodrich & Rosati, P.C. |