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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
BANATAO DIOSDADO P
  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)
C/O TALLWOOD VENTURE CAPITAL, 400 HAMILTON AVENUE, SUITE 230
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2011
(Street)

PALO ALTO, CA 94301
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)
Code V Amount (A) or (D) Price
Common Stock ?? Tallwood I, L.P. 03/04/2011   J(1)   2,692,352 D $ 0 765,739 I By fund (2)
Common Stock - Banatao Living Trust DTD 7/21/99 03/04/2011   J(1)   243,384 A $ 0 243,384 I By trust (3)
Common Stock - Tallwood Management Co., LLC 03/04/2011   J(1)   25,909 A $ 0 25,909 I By fund (4)
Common Stock - Tallwood Partners, LLC 03/04/2011   J(1)   1,497,536 A $ 0 1,497,536 I By fund (5)
Common Stock - Banatao Children's Trust 03/04/2011   J(1)   816,802 A $ 0 816,802 I By fund (6)
Common Stock - Banatao Heritage Trust U/A DTD 5/7/01 03/04/2011   J(1)   7,317 A $ 0 7,317 I By fund (7)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BANATAO DIOSDADO P
C/O TALLWOOD VENTURE CAPITAL
400 HAMILTON AVENUE, SUITE 230
PALO ALTO, CA 94301
  X      

Signatures

 /s/ Diosdado P. Banatao   03/04/2011
**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) Tallwood I, L.P. ("Tallwood") made a pro rata distribution for no consideration of an aggregate of 3,458,091 shares of common stock of the Issuer to its limited partners on March 4, 2011. As a result of such distribution, Tallwood now no longer owns 10% or more of the outstanding common stock of the Issuer and, accordingly, is no longer subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to ownership of common stock of the Issuer.
(2) The Reporting Person is the managing member of Tallwood Management Co. LLC, which is the general partner of Tallwood. The Banatao Living Trust directly or indirectly holds 100% of the membership interests in Tallwood Management Co. LLC. The Reporting Person, as a trustee of the Banatao Living Trust, holds shared voting and dispositive power over the securities held by this fund. The Reporting Person disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(3) The Reporting Person, as a trustee of the Banatao Living Trust, holds shared voting and dispositive power over the securities held by this trust. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(4) The Reporting Person is the managing member of Tallwood Management Co. LLC and the Banatao Living Trust directly or indirectly holds 100% of the membership interests in Tallwood Management Co. LLC. The Reporting Person, as a trustee of the Banatao Living Trust, holds shared voting and dispositive power over the securities held by this fund. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(5) The Reporting Person is the managing member of Tallwood Partners, LLC and the Banatao Living Trust directly or indirectly holds 100% of the membership interests in Tallwood Partners, LLC. The Reporting Person, as a trustee of the Banatao Living Trust, holds shared voting and dispositive power over the securities held by this fund. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(6) The Reporting Person, as a trustee of the Banatao Children's Trust, holds shared voting and dispositive power over the securities held by this trust. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(7) The Reporting Person, as a trustee of the Banatao Heritage Trust, holds shared voting and dispositive power over the securities held by this trust. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.