FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BILODEAU STEVEN J 		2. Issuer Name and Ticker or Trading Symbol

MAXWELL TECHNOLOGIES INC [ MXWL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

3888 CALLE FORTUNADA 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/16/2019
(Street)

SAN DIEGO, CA 92123
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   5/16/2019     M    19785   A   (1) 51724   D    
Common Stock   5/16/2019     M    3294   A   (1) 55018   D    
Common Stock   5/16/2019     M    4768   A   (1) 59786   D    
Common Stock   5/16/2019     M    4966   A   (1) 64752   D    
Common Stock   5/16/2019     M    2023   A   (1) 66775   D    
Common Stock   5/16/2019     U    66775   D   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Units   (3) $0.00   5/16/2019     M         19785      (4)   (5) Common Stock   19785   $0.00   0   D    
Restricted Stock Units   (3) $0.00   5/16/2019     M         3294      (6)   (5) Common Stock   3294   $0.00   0   D    
Restricted Stock Units   (3) $0.00   5/16/2019     M         4768      (6)   (5) Common Stock   4768   $0.00   0   D    
Restricted Stock Units   (3) $0.00   5/16/2019     M         4966      (6)   (5) Common Stock   4966   $0.00   0   D    
Restricted Stock Units   (3) $0.00   5/16/2019     M         2023      (6)   (5) Common Stock   2023   $0.00   0   D    
Stock Options (Right to Buy)   $5.37   5/16/2019     D         5000      (7) 5/15/2028   Common Stock   5000   $0.00   0   D    
Stock Options (Right to Buy)   $5.53   5/16/2019     D         5000      (8) 5/22/2027   Common Stock   5000   $0.00   0   D    

Explanation of Responses:
(1)  These units do not carry a conversion price.
(2)  Pursuant to the Agreement and Plan of Merger, dated as of February 3, 2019 (the "Merger Agreement"), by and among Tesla, inc. ("Tesla"), Cambria Acquisition Corp. and the Issuer, each share of common stock was tendered in exchange for 0.0193 of a share of Tesla common stock, together with cash in lieu of any fractional shares of Tesla common stock. Upon consummation of the tender offer, the Reporting Person received Transaction Consideration of 1,288 shares of Tesla common stock and $186.27 in lieu of fractional shares of Tesla common stock.
(3)  Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock.
(4)  This RSU represents the holder's annual non-employee director award, which vests in full in connection with a change of control, which is triggered by the execution of the Merger Agreement.
(5)  These units do not expire.
(6)  These RSUs are fully vested upon grant and have been awarded in lieu of cash consideration for non-employee director fees, per the reporting person's election. Shares are being delivered to the reporting in connection with a change of control, which is triggered by the execution of the Merger Agreement.
(7)  Option becomes exercisable on the earlier of: (1) May 20, 2019 or (2) the Company's 2019 annual meeting date; as long as the holder remains in service to the Company. In connection with the consummation of the merger, the option was fully vested and cancelled, subject to a 90 day exercise window. The option was assumed by Tesla in the merger and replaced with an option to purchase 96 shares of Tesla Common Stock with an exercise price of $278.24 per share.
(8)  Option vested in full on May 20, 2018. In connection with the consummation of the merger, the option was cancelled, subject to a 90 day exercise window. The option was assumed by Tesla in the merger and replaced with an option to purchase 96 shares of Tesla Common Stock with an exercise price of $286.53 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BILODEAU STEVEN J
3888 CALLE FORTUNADA
SAN DIEGO, CA 92123 		X



Signatures
/s/ Emily Lough, by Power of Attorney 5/16/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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