UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2) 1

Maxwell Technologies, Inc.

(Name of Issuer)

Common Stock, $0.10 par value per share

(Title of Class of Securities)

577767106
(CUSIP Number)

ERIC SINGER
VIEX CAPITAL ADVISORS, LLC
825 Third Avenue, 33rd Floor
New York, New York 10022
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 11, 2017

(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .
Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.

 
1               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 ).

1 	
CUSIP NO. 577767106

																				
 	1	 	NAME OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	VIEX Opportunities Fund, LP - Series One*	 	
 	2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐	
 	 	 	 	(b) ☐	
 	 	 	 	 	 	
 	3	 	SEC USE ONLY	 	 	

 	4	 	SOURCE OF FUNDS	 	
 	 	 	 	 	
 	 	 	 	WC	 	
 	5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	    ☐	

 	6	 	CITIZENSHIP OR PLACE OF ORGANIZATION	 	
 	 	 	 	 	
 	 	 	 	DELAWARE	 	
NUMBER OF	 	7	 	SOLE VOTING POWER	 	
SHARES	 	 	 	 	 	
BENEFICIALLY	 	 	 	 	- 0 -	 	
OWNED BY	 	8	 	SHARED VOTING POWER	 	
EACH	 	 	 	 	 	
REPORTING	 	 	 	 	1,032,522	 	
PERSON WITH	 	9	 	SOLE DISPOSITIVE POWER	 	
	 	 	 	 	 	
 	 	 	 	 	- 0 -	 	
 	 	10	 	SHARED DISPOSITIVE POWER	 	
 	 	 	 	 	 	
 	 	 	 	 	1,032,522	 	
 	11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	1,032,522	 	
 	12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	    ☐	

 	13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	 	
 	 	 	 	 	
 	 	 	 	2.81%	 	
 	14	 	TYPE OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	PN	 	

 
* This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.

2 	
CUSIP NO. 577767106

																				
 	1	 	NAME OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	VIEX Special Opportunities Fund II, LP	 	
 	2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐	
 	 	 	 	(b) ☐	
 	 	 	 	 	 	
 	3	 	SEC USE ONLY	 	 	

 	4	 	SOURCE OF FUNDS	 	

 	5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	    ☐	

 	6	 	CITIZENSHIP OR PLACE OF ORGANIZATION	 	
 	 	 	 	 	
 	 	 	 	DELAWARE	 	
NUMBER OF	 	7	 	SOLE VOTING POWER	 	
SHARES	 	 	 	 	 	
BENEFICIALLY	 	 	 	 	- 0 -	 	
OWNED BY	 	8	 	SHARED VOTING POWER	 	
EACH	 	 	 	 	 	
REPORTING	 	 	 	 	- 0 -	 	
PERSON WITH	 	9	 	SOLE DISPOSITIVE POWER	 	
	 	 	 	 	 	
 	 	 	 	 	- 0 -	 	
 	 	10	 	SHARED DISPOSITIVE POWER	 	
 	 	 	 	 	 	
 	 	 	 	 	- 0 -	 	
 	11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	- 0 -	 	
 	12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	    ☐	

 	13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	 	
 	 	 	 	 	
 	 	 	 	0%	 	
 	14	 	TYPE OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	PN	 	

3 	
CUSIP NO. 577767106

 	1	 	NAME OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	VIEX Special Opportunities Fund III, LP	 	
 	2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐	
 	 	 	 	(b) ☐	
 	 	 	 	 	 	
 	3	 	SEC USE ONLY	 	 	

 	4	 	SOURCE OF FUNDS	 	
 	 	 	 	 	
 	 	 	 	WC	 	
 	5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	    ☐	

 	6	 	CITIZENSHIP OR PLACE OF ORGANIZATION	 	
 	 	 	 	 	
 	 	 	 	DELAWARE	 	
NUMBER OF	 	7	 	SOLE VOTING POWER	 	
SHARES	 	 	 	 	 	
BENEFICIALLY	 	 	 	 	- 0 -	 	
OWNED BY	 	8	 	SHARED VOTING POWER	 	
EACH	 	 	 	 	 	
REPORTING	 	 	 	 	801,868	 	
PERSON WITH	 	9	 	SOLE DISPOSITIVE POWER	 	
	 	 	 	 	 	
 	 	 	 	 	- 0 -	 	
 	 	10	 	SHARED DISPOSITIVE POWER	 	
 	 	 	 	 	 	
 	 	 	 	 	801,868	 	
 	11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	801,868	 	
 	12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	    ☐	

 	13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	 	
 	 	 	 	 	
 	 	 	 	2.19%	 	
 	14	 	TYPE OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	PN	 	

4 	
CUSIP NO. 577767106

 	1	 	NAME OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	VIEX GP, LLC	 	
 	2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐	
 	 	 	 	(b) ☐	
 	 	 	 	 	 	
 	3	 	SEC USE ONLY	 	 	

 	4	 	SOURCE OF FUNDS	 	
 	 	 	 	 	
 	 	 	 	AF	 	
 	5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	    ☐	

 	6	 	CITIZENSHIP OR PLACE OF ORGANIZATION	 	
 	 	 	 	 	
 	 	 	 	DELAWARE	 	
NUMBER OF	 	7	 	SOLE VOTING POWER	 	
SHARES	 	 	 	 	 	
BENEFICIALLY	 	 	 	 	- 0 -	 	
OWNED BY	 	8	 	SHARED VOTING POWER	 	
EACH	 	 	 	 	 	
REPORTING	 	 	 	 	1,032,522	 	
PERSON WITH	 	9	 	SOLE DISPOSITIVE POWER	 	
	 	 	 	 	 	
 	 	 	 	 	- 0 -	 	
 	 	10	 	SHARED DISPOSITIVE POWER	 	
 	 	 	 	 	 	
 	 	 	 	 	1,032,522	 	
 	11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	1,032,522	 	
 	12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	    ☐	

 	13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	 	
 	 	 	 	 	
 	 	 	 	2.81%	 	
 	14	 	TYPE OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	OO	 	

5 	
CUSIP NO. 577767106

 	1	 	NAME OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	VIEX Special Opportunities GP II, LLC	 	
 	2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐	
 	 	 	 	(b) ☐	
 	 	 	 	 	 	
 	3	 	SEC USE ONLY	 	 	

 	4	 	SOURCE OF FUNDS	 	

 	5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	    ☐	

 	6	 	CITIZENSHIP OR PLACE OF ORGANIZATION	 	
 	 	 	 	 	
 	 	 	 	DELAWARE	 	
NUMBER OF	 	7	 	SOLE VOTING POWER	 	
SHARES	 	 	 	 	 	
BENEFICIALLY	 	 	 	 	- 0 -	 	
OWNED BY	 	8	 	SHARED VOTING POWER	 	
EACH	 	 	 	 	 	
REPORTING	 	 	 	 	- 0 -	 	
PERSON WITH	 	9	 	SOLE DISPOSITIVE POWER	 	
	 	 	 	 	 	
 	 	 	 	 	- 0 -	 	
 	 	10	 	SHARED DISPOSITIVE POWER	 	
 	 	 	 	 	 	
 	 	 	 	 	- 0 -	 	
 	11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	- 0 -	 	
 	12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	    ☐	

 	13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	 	
 	 	 	 	 	
 	 	 	 	0%	 	
 	14	 	TYPE OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	OO	 	

6 	
CUSIP NO. 577767106

 	1	 	NAME OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	VIEX Special Opportunities GP III, LLC	 	
 	2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐	
 	 	 	 	(b) ☐	
 	 	 	 	 	 	
 	3	 	SEC USE ONLY	 	 	

 	4	 	SOURCE OF FUNDS	 	
 	 	 	 	 	
 	 	 	 	AF	 	
 	5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	    ☐	

 	6	 	CITIZENSHIP OR PLACE OF ORGANIZATION	 	
 	 	 	 	 	
 	 	 	 	DELAWARE	 	
NUMBER OF	 	7	 	SOLE VOTING POWER	 	
SHARES	 	 	 	 	 	
BENEFICIALLY	 	 	 	 	- 0 -	 	
OWNED BY	 	8	 	SHARED VOTING POWER	 	
EACH	 	 	 	 	 	
REPORTING	 	 	 	 	801,868	 	
PERSON WITH	 	9	 	SOLE DISPOSITIVE POWER	 	
	 	 	 	 	 	
 	 	 	 	 	- 0 -	 	
 	 	10	 	SHARED DISPOSITIVE POWER	 	
 	 	 	 	 	 	
 	 	 	 	 	801,868	 	
 	11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	801,868	 	
 	12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	    ☐	

 	13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	 	
 	 	 	 	 	
 	 	 	 	2.19%	 	
 	14	 	TYPE OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	OO	 	

7 	
CUSIP NO. 577767106

 	1	 	NAME OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	VIEX Capital Advisors, LLC	 	
 	2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐	
 	 	 	 	(b) ☐	
 	 	 	 	 	 	
 	3	 	SEC USE ONLY	 	 	

 	4	 	SOURCE OF FUNDS	 	
 	 	 	 	 	
 	 	 	 	AF	 	
 	5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	    ☐	

 	6	 	CITIZENSHIP OR PLACE OF ORGANIZATION	 	
 	 	 	 	 	
 	 	 	 	DELAWARE	 	
NUMBER OF	 	7	 	SOLE VOTING POWER	 	
SHARES	 	 	 	 	 	
BENEFICIALLY	 	 	 	 	- 0 -	 	
OWNED BY	 	8	 	SHARED VOTING POWER	 	
EACH	 	 	 	 	 	
REPORTING	 	 	 	 	1,834,390	 	
PERSON WITH	 	9	 	SOLE DISPOSITIVE POWER	 	
	 	 	 	 	 	
 	 	 	 	 	- 0 -	 	
 	 	10	 	SHARED DISPOSITIVE POWER	 	
 	 	 	 	 	 	
 	 	 	 	 	1,834,390	 	
 	11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	1,834,390	 	
 	12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	    ☐	

 	13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	 	
 	 	 	 	 	
 	 	 	 	4.99%	 	
 	14	 	TYPE OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	IA	 	

8 	
CUSIP NO. 577767106

 	1	 	NAME OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	Eric Singer	 	
 	2	 	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐	
 	 	 	 	(b) ☐	
 	 	 	 	 	 	
 	3	 	SEC USE ONLY	 	 	

 	4	 	SOURCE OF FUNDS	 	
 	 	 	 	 	
 	 	 	 	AF	 	
 	5	 	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	    ☐	

 	6	 	CITIZENSHIP OR PLACE OF ORGANIZATION	 	
 	 	 	 	 	
 	 	 	 	USA	 	
NUMBER OF	 	7	 	SOLE VOTING POWER	 	
SHARES	 	 	 	 	 	
BENEFICIALLY	 	 	 	 	- 0 -	 	
OWNED BY	 	8	 	SHARED VOTING POWER	 	
EACH	 	 	 	 	 	
REPORTING	 	 	 	 	1,834,390	 	
PERSON WITH	 	9	 	SOLE DISPOSITIVE POWER	 	
	 	 	 	 	 	
 	 	 	 	 	- 0 -	 	
 	 	10	 	SHARED DISPOSITIVE POWER	 	
 	 	 	 	 	 	
 	 	 	 	 	1,834,390	 	
 	11	 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	1,834,390	 	
 	12	 	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	    ☐	

 	13	 	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)	 	
 	 	 	 	 	
 	 	 	 	4.99%	 	
 	14	 	TYPE OF REPORTING PERSON	 	
 	 	 	 	 	
 	 	 	 	IN	 	

9 	
CUSIP NO. 577767106

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
 
	Item 3.	Source and Amount of Funds or Other Consideration .	

	Item	 3 is hereby amended and restated to read as follows:	
The Shares purchased by each of Series One and VSO III were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.
The aggregate purchase price of the 1,032,522 Shares beneficially owned by Series One is approximately $5,051,744, including brokerage commissions.
The aggregate purchase price of the 801,868 Shares beneficially owned by VSO III is approximately $4,023,170, including brokerage commissions.

	Item 5.	Interest in Securities of the Issuer .	

	Item	 5 is hereby amended and restated to read as follows:	
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 36,697,756 Shares outstanding, which is the total number of Shares outstanding as of May 4, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Securities and Exchange Commission on May 10, 2017.

	A.	Series One	

	(a)	As of the close of business on May 11, 2017, Series One may be deemed to beneficially own 1,032,522 Shares.	
Percentage: Approximately 2.81%

	(b)	1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,032,522	
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,032,522

	(c)	The transactions in the Shares by Series One since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.	

	B.	VSO II	

	(a)	As of the close of business on May 11, 2017, VSO II may be deemed to beneficially own 0 Shares.	
Percentage: 0%

10 	
CUSIP NO. 577767106

	(b)	1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0	
4. Shared power to dispose or direct the disposition: 0

	(c)	The transactions in the Shares by VSO II since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.	

	C.	VSO III	

	(a)	As of the close of business on May 11, 2017, VSO III may be deemed to beneficially own 801,868 Shares.	
Percentage: Approximately 2.19%

	(b)	1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 801,868
3. Sole power to dispose or direct the disposition: 0	
4. Shared power to dispose or direct the disposition: 801,868

	(c)	The transactions in the Shares by VSO III since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.	

	D.	VIEX GP	

	(a)	VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,032,522 Shares that may be deemed to be beneficially owned by Series One.	
Percentage: Approximately 2.81%

	(b)	1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,032,522
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,032,522	
 
	(c)	VIEX GP has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of Series One since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.	

	E.	VSO GP II	

	(a)	VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of 0 Shares.	
Percentage: 0%

11 	
CUSIP NO. 577767106

	(b)	1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0	
4. Shared power to dispose or direct the disposition: 0
 
	(c)	VSO GP II has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of VSO II since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.	

	F.	VSO GP III	

	(a)	VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 801,868 Shares that may be deemed to be beneficially owned by VSO III.	
Percentage: Approximately 2.19%

	(b)	1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 801,868
3. Sole power to dispose or direct the disposition: 0	
4. Shared power to dispose or direct the disposition: 801,868
 
	(c)	VSO GP III has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of VSO III since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.	

	G.	VIEX Capital	

	(a)	VIEX Capital, as the investment manager of Series One, VSO II and VSO III, may be deemed the beneficial owner of the (i) 1,032,522 Shares that may be deemed to be beneficially owned by Series One; (ii) 0 Shares that may be deemed to be beneficially owned by VSO II; and (iii) 801,868 Shares that may be deemed to be beneficially owned by VSO III.	
Percentage: Approximately 4.99%

	(b)	1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,834,390
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,834,390	

	(c)	VIEX Capital has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of Series One, VSO II and VSO III since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.	

	H.	Eric Singer	

	(a)	Mr. Singer, as the managing member of VIEX GP, VSO GP III and VIEX Capital, may be deemed the beneficial owner of the (i) 1,032,522 Shares that may be deemed to be beneficially owned by Series One; (ii) 0 Shares that may be deemed to be beneficially owned by VSO II; and (iii) 801,868 Shares that may be deemed to be beneficially owned by VSO III.	
Percentage: Approximately 4.99%

12 	
CUSIP NO. 577767106

	(b)	1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,834,390
3. Sole power to dispose or direct the disposition: 0	
4. Shared power to dispose or direct the disposition: 1,834,390
 
	(c)	Mr. Singer has not entered into any transactions in the Shares since the filing of Amendment No. 1. The transactions in the Shares on behalf of Series One, VSO II and VSO III since the filing of Amendment No. 1 are set forth in Schedule A and are incorporated herein by reference.	
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
(d)        No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)        As of May 11, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

	Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .	
Item 6 is hereby amended to add the following:
Series One has sold short in the over the counter market American-style put options, referencing (i) 62,300 Shares, which have an exercise price of $5.00 per Share and expire on September 15, 2017; (ii) 50,000 Shares, which have an exercise price of $6.00 per Share and expire on September 15, 2017; and (iii) 163,300 Shares, which have an exercise price of $6.00 per Share and expire on December 15, 2017. VSO II has sold short in the over the counter market American-style put options, referencing (i) 1,021,400 Shares, which have an exercise price of $5.00 per Share and expire on September 15, 2017; and (ii) 50,000 Shares, which have an exercise price of $6.00 per Share and expire on September 15, 2017. VSO III has sold short in the over the counter market American-style put options, referencing (i) 32,500 Shares, which have an exercise price of $5.00 per Share and expire on June 16, 2017; (ii) 100,000 Shares, which have an exercise price of $5.00 per Share and expire on September 15, 2017; and (iii) 149,200 Shares, which have an exercise price of $6.00 per Share and expire on December 15, 2017. The Reporting Persons do not have any control over the exercise of the aggregate put options, and as such, are not deemed to beneficially own the aggregate 1,628,700 Shares underlying the put options.

13 	
CUSIP NO. 577767106

SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 12, 2017
 
 	VIEX Opportunities Fund, LP – Series One	
 	 	
 	By:	VIEX GP, LLC
General Partner	
 	 	
 	By:	/s/ Eric Singer	
 	 	Name:	Eric Singer	
 	 	Title:	Managing Member	
 
 	VIEX GP, LLC	
 	 	
 	By:	/s/ Eric Singer	
 	 	Name:	Eric Singer	
 	 	Title:	Managing Member	
 
 	VIEX Special Opportunities Fund II, LP	
 	 	 	
 	By:	VIEX Special Opportunities GP II, LLC
General Partner	
 	 	
 	By:	/s/ Eric Singer	
 	 	Name:	Eric Singer	
 	 	Title:	Managing Member	
 
 	VIEX Special Opportunities GP II, LLC	
 	 	 	
 	By:	/s/ Eric Singer	
 	 	Name:	Eric Singer	
 	 	Title:	Managing Member	
 
 	VIEX Special Opportunities Fund III, LP	
 	 	 	
 	By:	VIEX Special Opportunities GP III, LLC
General Partner	
 	 	
 	By:	/s/ Eric Singer	
 	 	Name:	Eric Singer	
 	 	Title:	Managing Member	

14 	
CUSIP NO. 577767106

 	VIEX Special Opportunities GP III, LLC         	
 	 	
 	By:	/s/ Eric Singer	
 	 	Name:	Eric Singer	
 	 	Title:	Managing Member	
 
 	VIEX Capital Advisors, LLC         	
 	 	
 	By:	/s/ Eric Singer	
 	 	Name:	Eric Singer	

 	 	Title:	Managing Member	
 
 	/s/ Eric Singer	
 	Eric Singer	

15 	
CUSIP NO. 577767106
  SCHEDULE A
Transactions in the Securities Since the Filing of Amendment No. 1 to the Schedule 13D
 
Nature of Transaction	Securities
Purchased/(Sold)	Price Per
Share($)	Date of
Purchase / Sale	
 
VIEX OPPORTUNITIES FUND, LP – SERIES ONE
 
Short Sale of September 2017 Put Options ($6.00 Strike Price) 1	(500)	0.7000	04/12/2017	
Sale of Common Stock	(12,540)	5.9016	04/24/2017	
Sale of Common Stock	(86,396)	6.0549	04/25/2017	
Short Sale of December 2017 Put Options ($6.00 Strike Price) 1	(1,000)	0.6500	04/25/2017	
Sale of Common Stock	(60,934)	6.1797	04/26/2017	
Short Sale of December 2017 Put Options ($6.00 Strike Price) 1	(633)	0.7500	05/02/2017	
Sale of Common Stock	(113)	6.1000	05/05/2017	
Sale of Common Stock	(14,072)	6.0337	05/09/2017	
Sale of Common Stock	(56)	6.3550	05/10/2017	
Sale of Common Stock	(23,303)	6.1768	05/11/2017	
 
VIEX SPECIAL OPPORTUNITIES FUND II, LP

Sale of Common Stock	(20,825)	6.0345	04/11/2017	
Short Sale of September 2017 Put Options ($5.00 Strike Price) 1	(700)	0.2070	04/11/2017	
Short Sale of September 2017 Put Options ($6.00 Strike Price) 1	(500)	0.7000	04/12/2017	
Sale of Common Stock	(2,390)	5.8529	04/13/2017	
Sale of Common Stock	(4,133)	5.8704	04/19/2017	
 
VIEX SPECIAL OPPORTUNITIES FUND III, LP

Sale of Common Stock	(9,739)	5.9016	04/24/2017	
Sale of Common Stock	(67,096)	6.0549	04/25/2017	
Short Sale of December 2017 Put Options ($6.00 Strike Price) 1	(1,000)	0.6500	04/25/2017	
Sale of Common Stock	(47,322)	6.1797	04/26/2017	
Short Sale of December 2017 Put Options ($6.00 Strike Price) 1	(492)	0.7500	05/02/2017	
Sale of Common Stock	(87)	6.1000	05/05/2017	
Sale of Common Stock	(10,928)	6.0337	05/09/2017	
Sale of Common Stock	(44)	6.3550	05/10/2017	
Sale of Common Stock	(18,097)	6.1768	05/11/2017	

1 Represents American-Style put option sold short in the over-the-counter market.