AMBARELLA INC — Director's Dealing 2012

Oct 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2012-10-15

Reporting Person: VERHALEN ANDREW W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-15	Ordinary Shares	C	2638363	—	Acquired	2638363	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-15	Series B Convertible Preference Shares	$	C	2085113	Disposed		Ordinary Shares (2085113)	Indirect
2012-10-15	Series C Convertible Preference Shares	$	C	553250	Disposed		Ordinary Shares (553250)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	22222	Direct

Footnotes

F1: The Series B Convertible Preference Shares converted into Ordinary Shares on a 1-to-1 basis and had no expiration date.

F2: The Series C Convertible Preference Shares converted into Ordinary Shares on a 1-to-1 basis and had no expiration date.

F3: Includes 2,085,113 shares held by Matrix Partners VII, L.P. Mr. Verhalen is a managing member of Matrix VII Management Co., L.L.C., which is the general partner of Matrix Partners VII, L.P. Mr. Verhalen disclaims beneficial ownership of the Matrix VII, L.P. shares except to the extent of any pecuniary interest therein.

F4: Includes 553,250 shares held by Matrix Partners VII, L.P. Mr. Verhalen is a managing member of Matrix VII Management Co., L.L.C., which is the general partner of Matrix Partners VII, L.P. Mr. Verhalen disclaims beneficial ownership of the Matrix VII, L.P. shares except to the extent of any pecuniary interest therein.