13D Filing: Viex Capital Advisors, LLC and Maxwell Technologies Inc (MXWL)

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%