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: Wang Feng-Ming (Director, President and CEO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	1244444	Direct
Ordinary Shares	133333	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$2.93	2018-07-10	Ordinary Shares (111111)		Direct
Stock Option (right to buy)	$6.62	2019-10-29	Ordinary Shares (111110)		Direct
Stock Option (right to buy)	$8.82	2020-11-03	Odinary Shares (66666)		Direct
Stock Option (right to buy)	$8.82	2021-08-30	Ordinary Shares (44444)		Direct
Restricted Stock Units	$		Ordinary Shares (16667)		Direct

Footnotes

F1: These shares are held in the name of a trust for the benefit of the reporting person's child. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F2: Shares subject to the option vest monthly over four years beginning on August 1, 2008.

F3: Shares subject to the option vest monthly over four years beginning on August 1, 2009.

F4: Shares subject to the option vest monthly over four years beginning on August 1, 2010.

F5: Shares subject to the option vest monthly over four years beginning on August 1, 2011.

F6: Each RSU represents a contingent right to receive one share of the Issuer's Ordinary Shares.

F7: The RSUs vest as to 1/16 of the RSUs each three months following 9/15/12; provided however, that the RSUs shall not vest at all until either the expiration of the lock-up period applicable in connection with the Company's S-1 Registration Statement or upon a change of control transaction, at which time the original vesting schedule shall apply.