Sec Form 4 Filing - Ogawa Richard @ INPHI Corp - 2021-04-20

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 Ogawa Richard 2. Issuer Name and Ticker or Trading Symbol INPHI Corp [ IPHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) 110 RIO ROBLES 3. Date of Earliest Transaction (MM/DD/YY) 04/20/2021 (Street) SAN JOSE, CA95134 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 04/20/2021 A 20,456 A 98,448 D Common Stock 04/20/2021 D 56,230 ( 3 ) D 42,218 ( 3 ) D Common Stock 04/20/2021 D 42,218 ( 4 ) D 0 ( 4 ) D

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 Ogawa Richard 110 RIO ROBLES SAN JOSE, CA95134 General Counsel Signatures /s/ Ford Tamer, attorney-in-fact 04/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 20, 2021, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020 (the "Merger Agreement") by and among by and among Marvell Technology Group Ltd., a Bermuda exempted company ("Marvell"), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a Delaware corporation and a wholly owned subsidiary of Marvell ("HoldCo"), Maui Acquisition Company Ltd, a Bermuda exempted company and a wholly owned subsidiary of HoldCo ("Bermuda Merger Sub"), Indigo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of HoldCo ("Delaware Merger Sub"), and Inphi Corporation, a Delaware corporation ("Inphi"), Bermuda Merger Sub merged with and into Marvell with Marvell as the surviving corporation and a wholly owned subsidiary of Holdco (the "Bermuda Merger"), ( 2 )(continued from footnote 1) and Delaware Merger Sub merged with and into Inphi with Inphi as the surviving corporation and a wholly owned subsidiary of Holdco (the "Delaware Merger" and, together with the Bermuda Merger, the "Mergers"). At the effective time of the Mergers, the restricted stock units that vest based on the per share market value of the shares of Inphi Common Stock (the "Inphi Common Stock") exceeding certain relative performance target levels (a "MVSU") were vested in full on April 20, 2020. The holder of such vested MVSUs became entitled to receive (subject to applicable withholding or other taxes) (i) an amount in cash equal to the product of (A) $66.00, multiplied by (B) the total number of shares of Inphi Common Stock subject to such vested MVSU, and (ii) a number of shares of HoldCo Common Stock equal to the product of (A) 2.323, multiplied by (B) the total number of shares of Inphi Common Stock subject to such vested MVSU. ( 3 )Disposed pursuant to the Merger Agreement, whereby at the effective time of the Mergers, the outstanding Inphi Common Stock was automatically converted into the right to receive 2.323 shares of HoldCo Common Stock and $66.00 in cash, without interest (in addition to cash in lieu of fractional shares). ( 4 )Per the terms of the Merger Agreement, (a) 35,025RSUs that were outstanding and vested immediately prior to the effective time of the Mergers (including 26,397 RSUs that only vest subject to delivery of an effective release) were cancelled in exchange for (subject to applicable withholding or other taxes), (i) an amount of cash equal to the product of (A) $66.00, multiplied by (B) the total number of shares of Inphi Common Stock subject to such RSU, (ii) a number of shares of HoldCo Common Stock equal to the product of (A) 2.323, multiplied by (B) the total number of shares of Inphi Common Stock subject to such RSU, and (b) 7,307 RSUs were forfeited.

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