EX-99.(A)(1)(D) 5 d413581dex99a1d.htm NOTICE OF WITHDRAWAL Notice of Withdrawal

Exhibit (a)(1)(D)

NOTICE OF WITHDRAWAL

OF OPTIONS PREVIOUSLY TENDERED FOR EXCHANGE

PURSUANT TO THE OFFER TO EXCHANGE DATED SEPTEMBER 20, 2012

If you previously elected to participate in the Offer to Exchange dated September 20, 2012 (the “Offer”) from Inphi Corporation (“Inphi”) to exchange certain outstanding stock options for a lesser number of replacement options by submitting a signed Election Form and you would like to withdraw your election to exchange some or all of your eligible stock options, you must notify us of your withdrawal before 5:00 p.m. U.S. Pacific Time on October 19, 2012.

If you wish to notify us of your withdrawal, you must complete, sign, date and return this Notice of Withdrawal so that Inphi receives it before the expiration date deadline. You must send this entire Notice of Withdrawal by using one of the following means:

Via Electronic Delivery:

Scan the completed and signed Election Form and email a pdf to Joel Rodriguez at jrodriguez@inphi.com.

Via Regular Mail, Overnight Courier or Hand Delivery:

Inphi Corporation, 3945 Freedom Circle, Suite 1100, Santa Clara, CA 95054, Attn: Joel Rodriguez

Your withdrawal will be effective as of the date and time that Inphi receives this Notice of Withdrawal by any of the methods described above. It is your responsibility to ensure that your withdrawal is received by Inphi by the deadline.

While not a condition to your withdrawal, if you submitted your Notice of Withdrawal by way of electronic delivery, Inphi also asks that you make a copy for your own files and then please submit the original Notice of Withdrawal by regular mail, overnight courier or hand delivery.

Inphi must receive your election to withdraw before 5:00 p.m. U.S. Pacific Time on October 19, 2012, unless the Offer is extended, in which case this Notice of Withdrawal must be received before the extended expiration of the Offer.

Inphi intends to electronically confirm receipt of your Notice of Withdrawal within three business days of its arrival. If you do not receive confirmation of our receipt, it is your responsibility to ensure that Inphi properly received your Notice of Withdrawal.

If you have questions regarding the withdrawal of your election, please contact Aparna Bawa or John Edmunds.

If you would like additional copies of the Election Form or other documents related to the Offer, please contact Joel Rodriguez at jrodriguez@inphi.com.


From: [Name]

To: Inphi Corporation

I previously received the Offer to Exchange dated September 20, 2012 (the “Offer”) and related documents.

I signed and returned the Election Form, thereby electing to exchange certain of my outstanding eligible stock options listed in the Election Form for replacement options. I now wish to withdraw some or all of my tendered options from the Offer. I understand that by signing this Notice of Withdrawal and delivering it pursuant to the procedure described in Part III, Section 4 of the Offer to Exchange and the instructions above, I will be withdrawing my election with respect to some or all of my outstanding eligible options.

By withdrawing my election, I understand that I will not receive any replacement options for, and will continue to hold, my outstanding eligible options which I withdraw from the Offer, which will continue to be governed by the terms and conditions of the applicable existing stock option agreement(s), including any country-specific appendix, between Inphi Corporation and me.

I understand that if I wish to change this withdrawal of my tendered options and once again accept the Offer for any options that I have withdrawn, I must submit a new signed Election Form prior to the expiration of the Offer.

Please check the appropriate box:

 

¨ I wish to withdraw my previous election to accept the Offer with respect to my eligible options and instead REJECT the Offer with respect to all of my eligible options. I do not wish to accept the Offer with respect to any of my eligible options.

OR

 

¨ I wish to withdraw my previous election to accept the Offer with respect to each of the eligible options listed below (and on any additional sheets which I have attached to this Notice of Withdrawal). I still wish to accept the Offer with respect to the rest of the eligible options listed on the election form I previously submitted.

 

Original Option Date of Grant

  

Exercise Price

  
  

I have completed and signed this Notice of Withdrawal exactly as my name appears on my original Election Form.

 

 

     

 

Participant Signature

      Date and Time

 

     

 

Participant Name Printed

      Inphi Corporation Office Location

 

     

 

Daytime Telephone Number

      Email Address