Sec Form 4 Filing - TAN LIP BU @ INPHI Corp - 2012-05-25

Insider filing report for Changes in Beneficial Ownership
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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
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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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 (MM/DD/YY)
05/25/2012
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 05/25/2012 A 9,445 A $ 0 13,427 D
Common Stock 52,609 I By Asian Venture Capital Investment Corporation ( 2 ) ( 3 )
Common Stock 52,609 I By International Venture Capital Investment Corporation ( 2 ) ( 3 )
Common Stock 52,609 I By International Venture Capital Investment III Corp. ( 2 ) ( 3 )
Common Stock 46,579 I By Pacven Walden Ventures Parallel V-A C.V. ( 2 ) ( 3 )
Common Stock 46,579 I By Pacven Walden Ventrues Parallel VI, L.P. ( 2 ) ( 3 )
Common Stock 55,659 I By Pacven Walden Ventures Parallel VI, L.P. ( 2 ) ( 3 )
Common Stock 4,955 I By Pacven Walden Ventures V Associates Fund, L.P. ( 2 ) ( 3 )
Common Stock 2,021,291 I By Pacven Walden Ventures V, L.P. ( 2 ) ( 3 )
Common Stock 32,584 I By Pacven Walden Ventures V- QP Associates Fund, L.P. ( 2 ) ( 3 )
Common Stock 36,168 I By Seed Ventures III Ptd Ltd. ( 2 ) ( 3 )
Common Stock 714,816 I By Pacven Walden Ventures VI, L.P. ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
TAN LIP BU
ONE CALIFORNIA ST., SUITE 2800
SAN FRANCISCO, CA94111
X
Signatures
/s/ Lip Bu Tan 05/30/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an RSU that vests 100% of the shares upon the earlier of (a) the first anniversary of the date of grant or (b) immediately preceding the issuer's next annual meeting.
( 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 Pacen 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 that 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 Ventrues 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.

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).
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