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: DUNLEVIE BRUCE (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preference Shares	$		Ordinary Shares (2777777)		Indirect
Series B Convertible Preference Shares	$		Ordinary Shares (558347)		Indirect
Series C Convertible Preference Shares	$		Ordinary Shares (370370)		Indirect

Footnotes

F1: The Series A 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 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.

F3: The Series C Convertible Preference Shares shall automatically convert into Common Stock on a 1:1 basis immediately prior to the competion of the Issuer's initial public offering and has no expiration date.

F4: 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., 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.