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

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

Footnotes

F1: 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.

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

F3: The Series C Convertible Preference Shares converted into Ordinary Shares on a 1-to-1 basis and had no expiration date.