Sec Form 4 Filing - BANATAO DIOSDADO P @ INPHI Corp - 2013-09-06

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
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, 3000 SAND HILL ROAD, BLDG 3, SUITE 240
3. Date of Earliest Transaction (MM/DD/YY)
09/06/2013
(Street)
MENLO PARK, CA94025
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 09/06/2013 S( 1 ) 12,307 D $ 12.9661 ( 2 ) 103,770 I By Tallwood Partners, LLC ( 4 )
Common Stock 09/06/2013 S( 1 ) 12,308 D $ 12.9661 ( 2 ) 661,714 I By Tallwood I, L.P. ( 4 )
Common Stock 09/09/2013 S( 1 ) 13,731 D $ 13.0379 ( 3 ) 90,039 I By Tallwood Partners, LLC ( 4 )
Common Stock 09/09/2013 S( 1 ) 13,732 D $ 13.0379 ( 3 ) 647,982 I By Tallwood I, L.P. ( 4 )
Common Stock 11,557 D
Common Stock 25,909 I By Tallwood Management Co., LLC ( 4 )
Common Stock 66,617 I By Banatao Living Trust DTD 7/21/99 ( 4 )
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
BANATAO DIOSDADO P
C/O TALLWOOD VENTURE CAPITAL
3000 SAND HILL ROAD, BLDG 3, SUITE 240
MENLO PARK, CA94025
X
Signatures
/s/ Diosdado P. Banatao 09/10/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan.
( 2 )Represents the sales price for a number of sale transactions effected at prices ranging from $12.80 to $13.27. The Reporting Person has provided to the issuer, and undertakes to provide upon request by the SEC staff, or any security holder of the issuer, information regarding the number of shares sold at each separate price within the range.
( 3 )Represents the sales price for a number of sale transactions effected at prices ranging from $12.89 to $13.23. The Reporting Person has provided to the issuer, and undertakes to provide upon request by the SEC staff, or any security holder of the issuer, information regarding the number of shares sold at each separate price within the range.
( 4 )The Reporting Person is the managing member of Tallwood Management Co. LLC, which is the general partner of Tallwood I, L.P. The Banatao Living Trust DTD 7/21/99 directly or indirectly holds 100% of the membership interests in Tallwood Management Co. LLC and Tallwood Partners, LLC. The Reporting Person, as a trustee of the Banatao Living Trust, hold shared voting and dispositive power over the securities held by these funds. The Reporting Person, as trustee of the Banatao Living Trust DTD 7/21/99, holds shared voting and dispositive power of the securities held by these trusts.The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of any 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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