Edgar Filing: INPHI Corp

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TAN LIP BU

2. Issuer Name and Ticker or Trading Symbol
INPHI Corp [IPHI]

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)

ONE CALIFORNIA ST., SUITE 2800

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2010

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/16/2010		C		59,210	A	⁽¹⁾	59,210	I	By Asian Venture Capital Investment Corporation ⁽²⁾ ⁽³⁾
Common Stock	11/16/2010		C		59,210	A	⁽¹⁾	59,210	I	By International Venture Capital Investment Corporation ⁽²⁾ ⁽³⁾
Common Stock	11/16/2010		C		59,210	A	⁽¹⁾	59,210	I	By International Venture Capital Investment III Corp. ⁽²⁾ ⁽³⁾
Common Stock	11/16/2010		C		52,423	A	⁽¹⁾	52,423	I	By Pacven Walden Ventures Parallel V-A C.V. ⁽²⁾ ⁽³⁾
Common Stock	11/16/2010		C		52,423	A	⁽¹⁾	52,423	I	By Pacven Walden Ventures Parallel V-B. C.V. ⁽²⁾ ⁽³⁾
Common Stock	11/16/2010		C		62,642	A	⁽¹⁾	62,642	I	By Pacven Walden Ventures Parallel VI, L.P. ⁽²⁾ ⁽³⁾
Common Stock	11/16/2010		C		5,576	A	⁽¹⁾	5,576	I	By Pacven Walden Ventures V Associates Fund, L.P. ⁽²⁾ ⁽³⁾
Common Stock	11/16/2010		C		2,274,888	A	⁽¹⁾	2,274,888	I	By Pacven Walden Ventures V, L.P. ⁽²⁾ ⁽³⁾
Common Stock	11/16/2010		C		804,499	A	⁽¹⁾	804,499	I	By Pacven Walden Ventures VI, L.P. ⁽²⁾ ⁽³⁾
Common Stock	11/16/2010		C		36,672	A	⁽¹⁾	36,672	I	By Pacven Walden Ventures V-QP
Common Stock	11/16/2010		C		40,705	A	⁽¹⁾	40,705	I	By Seed Ventures III Ptd Ltd. ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Preferred Stock

⁽¹⁾

11/16/2010

23,260

⁽¹⁾

Common Stock

23,260

$ 0

By Asian Venture Capital Investment Corporation ⁽²⁾ ⁽³⁾

Series B Preferred Stock

⁽¹⁾

11/16/2010

23,260

⁽¹⁾

Common Stock

23,260

$ 0

By International Venture Capital Investment Corporation ⁽²⁾ ⁽³⁾

Series B Preferred Stock

⁽¹⁾

11/16/2010

23,260

⁽¹⁾

Common Stock

23,260

$ 0

By International Venture Capital Investment III Corp. ⁽²⁾ ⁽³⁾

Series B Preferred Stock

⁽¹⁾

11/16/2010

18,425

⁽¹⁾

Common Stock

18,425

$ 0

By Pacven Walden Ventures Parallel V-A C.V. ⁽²⁾ ⁽³⁾

Series B Preferred Stock

⁽¹⁾

11/16/2010

18,425

⁽¹⁾

Common Stock

18,425

$ 0

By Pacven Walden Ventures Parallel V-B. C.V. ⁽²⁾ ⁽³⁾

Series B Preferred Stock

⁽¹⁾

11/16/2010

1,960

⁽¹⁾

Common Stock

1,960

$ 0

By Pacven Walden Ventures V Associates Fund, L.P. ⁽²⁾ ⁽³⁾

Series B Preferred Stock

⁽¹⁾

11/16/2010

799,549

⁽¹⁾

Common Stock

799,549

$ 0

By Pacven Walden Ventures V, L.P. ⁽²⁾ ⁽³⁾

Series B Preferred Stock

⁽¹⁾

11/16/2010

12,889

⁽¹⁾

Common Stock

12,889

$ 0

By Pacven Walden Ventures V-QP Associates Fund, L.P.

Series B Preferred Stock

⁽¹⁾

11/16/2010

40,705

⁽¹⁾

Common Stock

40,705

$ 0

By Seed Ventures III Ptd Ltd. ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

11/16/2010

28,094

⁽¹⁾

Common Stock

28,094

$ 0

By Asian Venture Capital Investment Corporation ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

11/16/2010

28,094

⁽¹⁾

Common Stock

28,094

$ 0

By International Venture Capital Investment Corporation ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

11/16/2010

28,094

⁽¹⁾

Common Stock

28,094

$ 0

By International Venture Capital Investment III Corp. ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

11/16/2010

22,195

⁽¹⁾

Common Stock

22,195

$ 0

By Pacven Walden Ventures Parallel V-A C.V. ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

11/16/2010

22,195

⁽¹⁾

Common Stock

22,195

$ 0

By Pacven Walden Ventures Parallel V-B. C.V. ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

11/16/2010

54,466

⁽¹⁾

Common Stock

54,466

$ 0

By Pacven Walden Ventures Parallel VI, L.P. ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

11/16/2010

2,361

⁽¹⁾

Common Stock

2,361

$ 0

By Pacven Walden Ventures V Associates Fund, L.P. ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

11/16/2010

963,153

⁽¹⁾

Common Stock

963,153

$ 0

By Pacven Walden Ventures V, L.P. ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

11/16/2010

699,488

⁽¹⁾

Common Stock

699,488

$ 0

By Pacven Walden Ventures VI, L.P. ⁽²⁾ ⁽³⁾

Series C Preferred Stock

⁽¹⁾

11/16/2010

15,527

⁽¹⁾

Common Stock

15,527

$ 0

By Pacven Walden Ventures V-QP Associates Fund, L.P.

Series D Preferred Stock

⁽¹⁾

11/16/2010

7,856

⁽¹⁾

Common Stock

7,856

$ 0

By Asian Venture Capital Investment Corporation ⁽²⁾ ⁽³⁾

Series D Preferred Stock

⁽¹⁾

11/16/2010

7,856

⁽¹⁾

Common Stock

7,856

$ 0

By International Venture Capital Investment Corporation ⁽²⁾ ⁽³⁾

Series D Preferred Stock

⁽¹⁾

11/16/2010

7,856

⁽¹⁾

Common Stock

7,856

$ 0

By International Venture Capital Investment III Corp. ⁽²⁾ ⁽³⁾

Series D Preferred Stock

⁽¹⁾

11/16/2010

6,214

⁽¹⁾

Common Stock

6,214

$ 0

By Pacven Walden Ventures Parallel V-A C.V. ⁽²⁾ ⁽³⁾

Series D Preferred Stock

⁽¹⁾

11/16/2010

6,214

⁽¹⁾

Common Stock

6,214

$ 0

By Pacven Walden Ventures Parallel V-B. C.V. ⁽²⁾ ⁽³⁾

Series D Preferred Stock

⁽¹⁾

11/16/2010

8,176

⁽¹⁾

Common Stock

8,176

$ 0

By Pacven Walden Ventures Parallel VI, L.P. ⁽²⁾ ⁽³⁾

Series D Preferred Stock

⁽¹⁾

11/16/2010

661

⁽¹⁾

Common Stock

661

$ 0

By Pacven Walden Ventures V Associates Fund, L.P. ⁽²⁾ ⁽³⁾

Series D Preferred Stock

⁽¹⁾

11/16/2010

269,653

⁽¹⁾

Common Stock

269,653

$ 0

By Pacven Walden Ventures V, L.P. ⁽²⁾ ⁽³⁾

Series D Preferred Stock

⁽¹⁾

11/16/2010

105,011

⁽¹⁾

Common Stock

105,011

$ 0

By Pacven Walden Ventures VI, L.P. ⁽²⁾ ⁽³⁾

Series D Preferred Stock

⁽¹⁾

11/16/2010

4,347

⁽¹⁾

Common Stock

4,347

$ 0

By Pacven Walden Ventures V-QP Associates Fund, L.P.

Series E Preferred Stock

⁽¹⁾

11/16/2010

5,589

⁽¹⁾

Common Stock

5,589

$ 0

By Pacven Walden Ventures Parallel V-A C.V. ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TAN LIP BU ONE CALIFORNIA ST., SUITE 2800 SAN FRANCISCO, CA 94111	X

Signatures

/s/ Lip-Bu Tan		11/16/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The convertible preferred stock converted into shares of common stock on a one-for-one basis and has no expiration date.
(2)	The Reporting Person is the sole director of Pacven Walden Management V Co. Ltd,. which is the general partner of Pacven Walden Ventures V, L.P., Pacven Walden Ventures Parallel V-A C.V., Pacven Walden Ventures Parallel V-B C.V., Pacven Walden Ventures V Associates Fund, L.P. and Pacven Walden Ventures V-QP Associates Fund, L.P., or Pacven V and affiliated funds. He is also the sole director of Pacven Walden Management VI Co. Ltd., which is the general partner of Pacven Walden Ventures VI, L.P. and Pacven Walden Ventures Parallel VI, L.P., or Pacven VI and Parallel Funds. The Reporting Person is also the president of each of Asian Venture Capital Investment Corporation, International Venture Capital Investment Corporation and International Venture Capital Investment III Corp. (Continued in footnote 3).
(3)	The Reporting Person may be deemed to have shared voting and dispositive power over the shares which are, or may be, deemed to be beneficially owned by Asian Venture Capital Investment Corporation, International Venture Capital Investment Corporation, International Venture Capital Investment III Corp., Pacven Walden Ventures Parallel V-A C.V., Pacven Walden Ventures Parallel V-B. C.V., Pacven Walden Ventures Parallel VI, L.P., Pacven Walden Ventures V Associates Fund, L.P., Pacven Walden Ventures V, L.P., Pacven Walden Ventures VI, L.P., Pacven Walden Ventures V-QP Associates Fund, L.P. or Seed Ventures III Ptd Ltd., but disclaims such beneficial ownership except to the extent of his or her pecuniary interest therein.
Remarks: Form 1 of 2.

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