AMBARELLA INC — Director's Dealing 2012

Oct 9, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2012-10-09

Reporting Person: MATRIX PARTNERS VII LP ET AL (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preference Shares	$		Ordinary Shares (2085113)		Indirect
Series C Convertible Preference Shares	$		Ordinary Shares (553250)		Indirect

Footnotes

F1: The Series B Convertible Preference Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and has no expiration date.

F2: The Series C Convertible Preference Shares shall automatically convert into Ordinary Shares on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering and has no expiration date.

F3: All shares held by Matrix Partners VII, L.P. Matrix VII Management Co. L.L.C. is the General Partner of the aforementioned entity and disclaims beneficial ownership of the shares owned by the entity except to the proportionate pecuniary interest therein.