sc13g

0000950123-11-011048.txt : 20110209 0000950123-11-011048.hdr.sgml : 20110209 20110209164613 ACCESSION NUMBER: 0000950123-11-011048 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20110209 DATE AS OF CHANGE: 20110209 GROUP MEMBERS: JANICE M. ROBERTS GROUP MEMBERS: MAYFIELD ASSOCIATES FUND VI, A DELAWARE LIMITED PARTNERSHIP GROUP MEMBERS: MAYFIELD PRINCIPALS FUND II, A DELAWARE LLC INCLUDING MUL SE GROUP MEMBERS: MAYFIELD XI MANAGEMENT, L.L.C. GROUP MEMBERS: MAYFIELD XI, A DELAWARE LIMITED PARTNERSHIP GROUP MEMBERS: ROBERT T. VASAN GROUP MEMBERS: YOGEN K. DALAL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INPHI Corp CENTRAL INDEX KEY: 0001160958 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770557980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85976 FILM NUMBER: 11587714 BUSINESS ADDRESS: STREET 1: 1154 SONORA COURT CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 408-636-2700 MAIL ADDRESS: STREET 1: 1154 SONORA COURT CITY: SUNNYVALE STATE: CA ZIP: 94086 FORMER COMPANY: FORMER CONFORMED NAME: INPHI CORP DATE OF NAME CHANGE: 20011016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAYFIELD XI QUALIFIED LP CENTRAL INDEX KEY: 0001118439 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD STREET 2: SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 8508545560 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD STREET 2: SUITE 250 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 f58223bsc13g.htm SC 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)
(Amendment No. ___)*

Inphi Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45772F107

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		45772F107	SCHEDULE 13G	Page		2		of		20


1.	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield XI Management, L.L.C.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,134,420

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8.	SHARED DISPOSITIVE POWER

			3,134,420

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	3,134,420

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	13.0%

12.	TYPE OF REPORTING PERSON

	OO


CUSIP No.		45772F107	SCHEDULE 13G	Page		3		of		20


1.	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield XI, a Delaware Limited Partnership


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			169,257

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8.	SHARED DISPOSITIVE POWER

			169,257

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	169,257

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.7%

12.	TYPE OF REPORTING PERSON

	PN


CUSIP No.		45772F107	SCHEDULE 13G	Page		4		of		20


1.	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield XI Qualified, a Delaware Limited Partnership


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,714,412

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8.	SHARED DISPOSITIVE POWER

			2,714,412

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,714,412

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	11.3%

12.	TYPE OF REPORTING PERSON

	PN


CUSIP No.		45772F107	SCHEDULE 13G	Page		5		of		20


1.	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield Associates Fund VI, a Delaware Limited Partnership


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			56,418

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8.	SHARED DISPOSITIVE POWER

			56,418

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	56,418

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.2%

12.	TYPE OF REPORTING PERSON

	PN


CUSIP No.		45772F107	SCHEDULE 13G	Page		6		of		20


1.	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) Mayfield Principals Fund II, a Delaware LLC Including Multiple Series


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			194,333

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8.	SHARED DISPOSITIVE POWER

			194,333

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	194,333

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.8%

12.	TYPE OF REPORTING PERSON

	OO


CUSIP No.		45772F107	SCHEDULE 13G	Page		7		of		20


1.	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Yogen K. Dalal


2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) þ

3.	SEC Use Only



4.	Citizenship or Place of Organization

	U.S.

		5.	Sole Voting Power

Number of			-0-

Shares		6.	Shared Voting Power
Beneficially
Owned By			3,134,420

Each		7.	Sole Dispositive Power
Reporting
Person			-0-

With		8.	Shared Dispositive Power

			3,134,420

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	3,134,420

10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

	o

11.	Percent of Class Represented by Amount in Row (9)

	13.0%

12.	Type of Reporting Person

	IN


CUSIP No.		45772F107	SCHEDULE 13G	Page		8		of		20


1.	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Janice M. Roberts


2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) þ

3.	SEC Use Only



4.	Citizenship or Place of Organization

	U.K.

		5.	Sole Voting Power

Number of			-0-

Shares		6.	Shared Voting Power
Beneficially
Owned By			3,134,420

Each		7.	Sole Dispositive Power
Reporting
Person			-0-

With		8.	Shared Dispositive Power

			3,134,420

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	3,134,420

10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

	o

11.	Percent of Class Represented by Amount in Row (9)

	13.0%

12.	Type of Reporting Person

	IN


CUSIP No.		45772F107	SCHEDULE 13G	Page		9		of		20


1.	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Robert T. Vasan


2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) þ

3.	SEC Use Only



4.	Citizenship or Place of Organization

	U.S.

		5.	Sole Voting Power

Number of			-0-

Shares		6.	Shared Voting Power
Beneficially
Owned By			3,134,420

Each		7.	Sole Dispositive Power
Reporting
Person			-0-

With		8.	Shared Dispositive Power

			3,134,420

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	3,134,420

10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

	o

11.	Percent of Class Represented by Amount in Row (9)

	13.0%

12.	Type of Reporting Person

	IN


CUSIP No.		45772F107	SCHEDULE 13G	Page		10		of		20

Item 1.

	(a)		Name of Issuer:

			Inphi Corporation

	(b)		Address of Issuer’s Principal Executive Offices:

			3945 Freedom Circle, Suite 1100 Santa Clara, CA 95054

Item 2.

	(a)		Name of Persons Filing:

			Mayfield XI Management, L.L.C.

			Mayfield XI, a Delaware Limited Partnership

			Mayfield XI Qualified, a Delaware Limited Partnership

			Mayfield Associates Fund VI, a Delaware Limited Partnership

			Mayfield Principals Fund II, a Delaware LLC Including Multiple Series

			Yogen K. Dalal

			Janice M. Roberts

			Robert T. Vasan

	(b)		Address of Principal Business Office:

			c/o Mayfield Fund

			2800 Sand Hill Road, Suite 250

			Menlo Park, CA 94025

	(c)		Citizenship:

			Mayfield XI, a Delaware Limited Partnership, Mayfield XI Qualified, a Delaware Limited Partnership and Mayfield Associates Fund VI, a Delaware Limited Partnership, are Delaware limited partnerships.

			Mayfield XI Management, L.L.C. and Mayfield Principals Fund II, a Delaware LLC Including Multiple Series, are Delaware limited liability companies.

			The individuals listed in Item 2(a), other than Janice M. Roberts, are U.S. citizens; Ms. Roberts is a citizen of the United Kingdom.

	(d)		Title of Class of Securities:

			Common Stock

	(e)		CUSIP Number:

			45772F107


Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


CUSIP No.		45772F107	SCHEDULE 13G	Page		11		of		20

Not applicable

Item 4. Ownership.

			The information regarding ownership as set forth in Items 5-9 of Pages 2 through 9 hereto is hereby incorporated by reference.

			For a summary of total ownership by all Reporting Persons, see Exhibit 3 hereto.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.


CUSIP No.		45772F107	SCHEDULE 13G	Page		12		of		20

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 9, 2011


	MAYFIELD XI MANAGEMENT, L.L.C.
	By:	/s/ James T. Beck
		James T. Beck, Authorized Signatory


	MAYFIELD XI, A DELAWARE LIMITED PARTNERSHIP
	By:	Mayfield XI Management, L.L.C.
		Its General Partner


	By:	/s/ James T. Beck
		James T. Beck, Authorized Signatory


	MAYFIELD XI QUALIFIED, A DELAWARE LIMITED PARTNERSHIP
	By:	Mayfield XI Management, L.L.C.
		Its General Partner


	By:	/s/ James T. Beck
		James T. Beck, Authorized Signatory


	MAYFIELD ASSOCIATES FUND VI, A DELAWARE LIMITED PARTNERSHIP
	By:	Mayfield XI Management, L.L.C.
		Its General Partner


	By:	/s/ James T. Beck
		James T. Beck, Authorized Signatory


	MAYFIELD PRINCIPALS FUND II, A DELAWARE LLC INCLUDING MULTIPLE SERIES
	By:	Mayfield XI Management, L.L.C.
		Its Managing Director


	By:	/s/ James T. Beck
		James T. Beck, Authorized Signatory


CUSIP No.		45772F107	SCHEDULE 13G	Page		13		of		20


	YOGEN K. DALAL
	By:	/s/ James T. Beck
		James T. Beck, Attorney In Fact


	JANICE M. ROBERTS
	By:	/s/ James T. Beck
		James T. Beck, Attorney In Fact


	ROBERT T. VASAN
	By:	/s/ James T. Beck
		James T. Beck, Attorney In Fact


CUSIP No.		45772F107	SCHEDULE 13G	Page		14		of		20

EXHIBIT INDEX


Exhibit 1 —		JOINT FILING AGREEMENT

Exhibit 2 —		POWERS OF ATTORNEY

Exhibit 3 —		OWNERSHIP SUMMARY

EX-99.1 2 f58223bexv99w1.htm EX-99.1 exv99w1


CUSIP No.		45772F107	SCHEDULE 13G	Page		15		of		20

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1)(iii), we the undersigned agree that the Schedule 13G, to which this Joint Filing Agreement is attached as Exhibit 1, is filed on behalf of each of us.

Date: February 9, 2011


	MAYFIELD XI MANAGEMENT, L.L.C.
	By:	/s/ James T. Beck
		James T. Beck, Authorized Signatory

	MAYFIELD XI, A DELAWARE LIMITED PARTNERSHIP
	By:	Mayfield XI Management, L.L.C. Its General Partner

	By:	/s/ James T. Beck
		James T. Beck, Authorized Signatory

	MAYFIELD XI QUALIFIED, A DELAWARE LIMITED PARTNERSHIP
	By:	Mayfield XI Management, L.L.C. Its General Partner

	By:	/s/ James T. Beck
		James T. Beck, Authorized Signatory

	MAYFIELD ASSOCIATES FUND VI, A DELAWARE LIMITED PARTNERSHIP
	By:	Mayfield XI Management, L.L.C. Its General Partner

	By:	/s/ James T. Beck
		James T. Beck, Authorized Signatory


	MAYFIELD PRINCIPALS FUND II, A DELAWARE LLC INCLUDING MULTIPLE SERIES
	By:	Mayfield XI Management, L.L.C. Its Managing Director

	By:	/s/ James T. Beck
		James T. Beck, Authorized Signatory


CUSIP No.		45772F107	SCHEDULE 13G	Page		16		of		20


	YOGEN K. DALAL
	By:	/s/ James T. Beck
		James T. Beck, Attorney In Fact

	JANICE M. ROBERTS
	By:	/s/ James T. Beck
		James T. Beck, Attorney In Fact

	ROBERT T. VASAN
	By:	/s/ James T. Beck
		James T. Beck, Attorney In Fact

EX-99.2 3 f58223bexv99w2.htm EX-99.2 exv99w2


CUSIP No.		45772F107	SCHEDULE 13G	Page		17		of		20

EXHIBIT 2

POWERS OF ATTORNEY

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby authorizes James T. Beck, for so long as he is an employee, member or partner of Mayfield, to execute for and on behalf of the undersigned, in the undersigned’s individual capacity, in the undersigned’s capacity as a member of any limited liability company and in the undersigned’s capacity as a partner of any general or limited partnership, (i) any and all filings pursuant to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), including any and all Forms 3, 4 and 5, and Section 13 of the Exchange Act, including Schedules 13D and 13G, and any amendments thereto and joint filing agreements and other documents in connection therewith, and (ii) any applications for EDGAR access codes, including the Form ID, in each case as may be required to be filed from time to time with the U. S. Securities and Exchange Commission with respect to any investments of Mayfield Fund and its affiliates (collectively, “Mayfield”), and cause any and all of such forms, schedules, agreements and documents to be filed with the U. S. Securities and Exchange Commission pursuant to Section 13 and Section 16 of the Exchange Act, relating to the undersigned’s direct or indirect beneficial ownership of securities (in the undersigned’s individual capacity, or in the undersigned’s capacity as a member of any limited liability company or partner in any general or limited partnership). The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is Mayfield assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer an employee, member or partner of Mayfield, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of January, 2011.

/s/ Yogen K. Dalal


CUSIP No.		45772F107	SCHEDULE 13G	Page		18		of		20

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of January, 2011.

/s/ Janice M. Roberts


CUSIP No.		45772F107	SCHEDULE 13G	Page		19		of		20

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of January, 2011.

/s/ Robert T. Vasan

EX-99.3 4 f58223bexv99w3.htm EX-99.3 exv99w3


CUSIP No.		45772F107	SCHEDULE 13G	Page		20		of		20

EXHIBIT 3


	Number of						Percent of Class
	Shares			Number of Shares			Beneficially
Name of Reporting Person	(Direct)			(Indirect)			Owned(1)
Mayfield XI Management, L.L.C.		-0-			3,134,420	(2)(3)(4)(5)		13.0	%
Mayfield XI, a Delaware Limited Partnership		169,257	(2)		-0-			0.7	%
Mayfield XI Qualified, a Delaware Limited Partnership		2,714,412	(3)		-0-			11.3	%
Mayfield Associates Fund VI, a Delaware Limited Partnership		56,418	(4)		-0-			0.2	%
Mayfield Principals Fund II, a Delaware LLC Including Multiple Series		194,333	(5)		-0-			0.8	%
Yogen K. Dalal		-0-			3,134,420	(6)		13.0	%
Janice M. Roberts		-0-			3,134,420	(6)		13.0	%
Robert T. Vasan		-0-			3,134,420	(6)		13.0	%
TOTAL		3,134,420	(1)					13.0	%


(1)		The respective percentages set forth in this column were obtained by dividing the number of shares by 24,048,849, which is the aggregate number of shares outstanding after the offering as indicated on the Issuer’s registration statement on Form S-1/A (No. 333-167564) filed with the Securities and Exchange Commission on November 10, 2010 (“outstanding shares”).

(2)		Represents shares held directly by Mayfield XI, a Delaware Limited Partnership (“Mayfield XI”), of which Mayfield XI Management, L.L.C. (“Mayfield XI Management”) is the sole General Partner.

(3)		Represents shares held directly by Mayfield XI Qualified, a Delaware Limited Partnership (“Mayfield XI Qualified”), of which Mayfield XI Management is the sole General Partner.

(4)		Represents shares held directly by Mayfield Associates Fund VI, a Delaware Limited Partnership (“Mayfield Associates VI”), of which Mayfield XI Management is the sole General Partner.

(5)		Represents shares held directly by Mayfield Principals Fund II, a Delaware LLC Including Multiple Series (“Mayfield Principals II”), of which Mayfield XI Management is the Managing Director.

(6)		Includes shares held directly by Mayfield XI, Mayfield XI Qualified, Mayfield Associates VI and Mayfield Principals II. Yogen K. Dalal, Janice M. Roberts and Robert T. Vasan are Managing Directors of Mayfield XI Management, which is the general partner of Mayfield XI Qualified, Mayfield XI and Mayfield Associates VI and the sole Managing Director of Mayfield Principals II. Mr. Dalal, Ms. Roberts and Mr. Vasan may be deemed to have shared voting and dispositive power over the shares which are or may be deemed to be beneficially owned by Mayfield XI, Mayfield XI Qualified, Mayfield Associates VI and Mayfield Principals II, but each disclaims such beneficial ownership.