Edgar Filing: DALAL YOGEN K

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MAYFIELD XI QUALIFIED LP

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Explanation of Responses

(Last)

(First)

(Middle)

2800 SAND HILL ROAD, SUITE 250

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

(Street)

MENLO PARK, CA 94025

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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		2,714,412	A	⁽¹⁾	2,714,412	D ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	11/16/2010		C		169,257	A	⁽¹⁾	169,257	I ⁽²⁾ ⁽³⁾ ⁽⁴⁾	By Mayfield XI
Common Stock	11/16/2010		C		56,418	A	⁽¹⁾	56,418	I ⁽²⁾ ⁽³⁾ ⁽⁴⁾	By Mayfield Associates Fund VI
Common Stock	11/16/2010		C		194,333	A	⁽¹⁾	194,333	I ⁽²⁾ ⁽³⁾ ⁽⁴⁾	By Mayfield Principals Fund II

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 A Convertible Preferred Stock

⁽¹⁾

11/16/2010

210,190

⁽¹⁾

Common Stock

210,190

$ 0

D ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Series B Convertible Preferred Stock

⁽¹⁾

11/16/2010

503,586

⁽¹⁾

Common Stock

503,586

$ 0

D ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Series C Convertible Preferred Stock

⁽¹⁾

11/16/2010

1,482,449

⁽¹⁾

Common Stock

1,482,449

$ 0

D ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Series D Convertible Preferred Stock

⁽¹⁾

11/16/2010

325,204

⁽¹⁾

Common Stock

325,204

$ 0

D ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Series E Convertible Preferred Stock

⁽¹⁾

11/16/2010

192,983

⁽¹⁾

Common Stock

192,983

$ 0

D ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Series A Convertible Preferred Stock

⁽¹⁾

11/16/2010

13,106

⁽¹⁾

Common Stock

13,106

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield XI

Series B Convertible Preferred Stock

⁽¹⁾

11/16/2010

31,401

⁽¹⁾

Common Stock

31,401

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield XI

Series C Convertible Preferred Stock

⁽¹⁾

11/16/2010

92,439

⁽¹⁾

Common Stock

92,439

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield XI

Series D Convertible Preferred Stock

⁽¹⁾

11/16/2010

20,278

⁽¹⁾

Common Stock

20,278

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield XI

Series E Convertible Preferred Stock

⁽¹⁾

11/16/2010

12,033

⁽¹⁾

Common Stock

12,033

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield XI

Series A Convertible Preferred Stock

⁽¹⁾

11/16/2010

4,368

⁽¹⁾

Common Stock

4,368

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield Associates Fund VI

Series B Convertible Preferred Stock

⁽¹⁾

11/16/2010

10,467

⁽¹⁾

Common Stock

10,467

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield Associates Fund VI

Series C Convertible Preferred Stock

⁽¹⁾

11/16/2010

30,813

⁽¹⁾

Common Stock

30,813

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield Associates Fund VI

Series D Convertible Preferred Stock

⁽¹⁾

11/16/2010

6,759

⁽¹⁾

Common Stock

6,759

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield Associates Fund VI

Series E Convertible Preferred Stock

⁽¹⁾

11/16/2010

4,011

⁽¹⁾

Common Stock

4,011

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield Associates Fund VI

Series A Convertible Preferred Stock

⁽¹⁾

11/16/2010

15,048

⁽¹⁾

Common Stock

15,048

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield Principals Fund II

Series B Convertible Preferred Stock

⁽¹⁾

11/16/2010

36,053

⁽¹⁾

Common Stock

36,053

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield Principals Fund II

Series C Convertible Preferred Stock

⁽¹⁾

11/16/2010

106,134

⁽¹⁾

Common Stock

106,134

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield Principals Fund II

Series D Convertible Preferred Stock

⁽¹⁾

11/16/2010

23,282

⁽¹⁾

Common Stock

23,282

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield Principals Fund II

Series E Convertible Preferred Stock

⁽¹⁾

11/16/2010

13,816

⁽¹⁾

Common Stock

13,816

$ 0

I ⁽²⁾ ⁽³⁾ ⁽⁴⁾

By Mayfield Principals Fund II

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MAYFIELD XI QUALIFIED LP 2800 SAND HILL ROAD, SUITE 250 MENLO PARK, CA 94025		X		See Explanation of Responses
Mayfield XI Management 2800 SAND HILL ROAD, SUITE 250 MENLO PARK, CA 94025				See Explanation of Responses
MAYFIELD XI LP / DE 2800 SAND HILL ROAD, SUITE 250 MENLO PARK, CA 94025				See Explanation of Responses
MAYFIELD ASSOCIATES FUND VI 2800 SAND HILL ROAD, SUITE 250 MENLO PARK, CA 94025				See Explanation of Responses
Mayfield Principals Fund II 2800 SAND HILL ROAD, SUITE 250 MENLO PARK, CA 94025				See Explanation of Responses
DALAL YOGEN K 2800 SAND HILL ROAD, SUITE 250 MENLO PARK, CA 94025				See Explanation of Responses
ROBERTS JANICE M 2800 SAND HILL ROAD, SUITE 250 MENLO PARK, CA 94025				See Explanation of Responses
VASAN ROBERT T 2800 SAND HILL ROAD, SUITE 250 MENLO PARK, CA 94025				See Explanation of Responses

Signatures

/s/ James T. Beck, Authorized Signatory for Mayfield XI Management, L.L.C., the sole General Partner of Mayfield XI Qualified, a Delaware Limited Partnership		11/16/2010
^**Signature of Reporting Person		Date
/s/ James T. Beck, Authorized Signatory for Mayfield XI Management, L.L.C.		11/16/2010
^**Signature of Reporting Person		Date
/s/ James T. Beck, Authorized Signatory for Mayfield XI Management, L.L.C., the sole General Partner of Mayfield XI, a Delaware Limited Partnership		11/16/2010
^**Signature of Reporting Person		Date
/s/ James T. Beck, Authorized Signatory for Mayfield XI Management, L.L.C., the sole General Partner of Mayfield Associates Fund VI, a Delaware Limited Partnership		11/16/2010
^**Signature of Reporting Person		Date
/s/ James T. Beck, Authorized Signatory for Mayfield XI Management, L.L.C., the Managing Director of Mayfield Principals Fund II, a Delaware LLC Including Multiple Series		11/16/2010
^**Signature of Reporting Person		Date
/s/ James T. Beck, Attorney-in-fact for Yogen K. Dalal		11/16/2010
^**Signature of Reporting Person		Date
/s/ James T. Beck, Attorney-in-fact for Janice M. Roberts		11/16/2010
^**Signature of Reporting Person		Date
/s/ James T. Beck, Attorney-in-fact for Robert T. Vasan		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 common stock on a one-for-one basis upon the IPO, and had no expiration date.
(2)	Mayfield XI Management, L.L.C. is the sole general partner of each of Mayfield XI Qualified, a Delaware Limited Partnership ("MF XI Q"), Mayfield XI, a Delaware Limited Partnership ("MF XI") and Mayfield Associates Fund VI, a Delaware Limited Partnership ("MF AVI"), and is the sole Managing Director of Mayfield Principals Fund II, a Delaware LLC Including Multiple Series ("MPF II"), and in such capacities may be deemed to have shared voting and dispositive power over the shares which are or may be deemed to be beneficially owned by MF XI Q, MF XI, MF AVI and MPF II, but disclaims such beneficial ownership, except to the extent of its pecuniary interest therein.
(3)	Each of Mr. Dalal, Ms. Roberts and Mr. Vasan is a Managing Director of Mayfield XI Management, L.L.C., and in such capacity may be deemed to have shared voting and dispositive power over the shares which are or may be deemed to be beneficially owned by Mayfield XI Management, L.L.C., MF XI Q, MF XI, MF AVI and MPF II, but disclaims such beneficial ownership, except to the extent of his or her pecuniary interest therein.
(4)	The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of equity securities covered by this statement

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