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: BENCHMARK CAPITAL MANAGEMENT CO IV LLC (10% Owner)
Reporting Person: BENCHMARK CAPITAL PARTNERS IV LP (10% Owner)
Reporting Person: BENCHMARK FOUNDERS FUND IV LP (10% Owner)
Reporting Person: BENCHMARK FOUNDERS FUND IV A LP (10% Owner)
Reporting Person: BENCHMARK FOUNDERS FUND IV-B LP (10% Owner)
Reporting Person: HARVEY KEVIN (10% Owner)
Reporting Person: BALKANSKI ALEXANDRE (10% Owner)
Reporting Person: SPURLOCK STEVEN M (10% Owner)
Reporting Person: GURLEY J WILLIAM (10% Owner)
Reporting Person: KAGLE ROBERT (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-15	Ordinary Shares	C	2777777	—	Acquired	2777777	Indirect
2012-10-15	Ordinary Shares	C	558347	—	Acquired	3336124	Indirect
2012-10-15	Ordinary Shares	C	370370	—	Acquired	3706494	Indirect
2012-10-15	Ordinary Shares	S	555974	$6.00	Disposed	3150520	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-15	Series A Convertible Preference Shares	$	C	2777777	Disposed		Ordinary Shares (2777777)	Indirect
2012-10-15	Series B Convertible Preference Shares	$	C	558347	Disposed		Ordinary Shares (558347)	Indirect
2012-10-15	Series C Convertible Preference Shares	$	C	370370	Disposed		Ordinary Shares (370370)	Indirect

Footnotes

F1: Shares held of record by Benchmark Capital Partners IV, L.P. or BCP IV, as nominee for Benchmark Capital Partners IV, L.P., Benchmark Founders' Fund IV, L.P., Benchmark Founders' Fund IV-A, L.P., and Benchmark Founders' Fund IV-B, L.P. and related individuals, or the Benchmark Funds. Benchmark Capital Management Co IV, L.L.C., or BCMC IV, is the general partner of BCP IV. BCMC IV's managing members are Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle and Steven M. Spurlock. These individuals may be deemed to have shared voting and investment power over the shares held by the Benchmark Funds. Each of these indivduals disclaims beneficial ownership of such shares except to the extent of such individual's pecuniary interest therein.

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

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

F4: The Series A Convertible Preference Shares converted into Ordinary Shares on a 1-to-1 basis and had no expiration date.