| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol INPHI Corp [ IPHI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/20/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/20/2021 | A | 27,456 | A | (1)(2) | 230,921 | D | |||
| Common Stock | 04/20/2021 | D | 162,230(3) | D | (3) | 68,691(3) | D | |||
| Common Stock | 04/20/2021 | D | 68,691(4) | D | (4) | 0(4) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Employee Stock Option | $12.34 | 04/20/2021 | D | 20,000 | (5) | (5) | Common Stock | 20,000 | (5) | 0 | D | ||||
| Employee Stock Option | $13.48 | 04/20/2021 | D | 11,000 | (5) | (5) | Common Stock | 11,000 | (5) | 0 | D | ||||
| 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) 50,160 RSUs that were outstanding and vested immediately prior to the effective time of the Mergers (including 41,410 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) 18,531 RSUs were forfeited. |
| 5. At the effective time of the Mergers, options to purchase shares of Inphi Common Stock (an "Option") were canceled in exchange for payment (subject to applicable withholding or taxes) of an amount in cash equal to the product of (i) the number of shares of Inphi Common Stock subject to such option, multiplied by (ii) the excess of (A) the Equity Award Cash Consideration Amount over (B) the exercise price applicable to such Option. "Equity Award Cash Consideration Amount" refers to an amount in cash equal to the sum of (i) $66.00, plus (ii) the product of (A) 2.323, multiplied by (B) the volume weighted average trading price of a share of HoldCo Common Stock for the five consecutive trading days ending on the trading day immediately preceding the Closing Date. |
| Remarks: |
| /s/ Ford Tamer, attorney-in-fact | 04/20/2021 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
