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: Laplante George (Chief Financial Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	11111	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$8.82	2021-03-08	Ordinary Shares (288532)		Direct
Stock Option (right to buy)	$8.82	2021-08-30	Ordinary Shares (8888)		Direct
Restricted Stock Units	$		Ordinary Shares (11112)		Direct

Footnotes

F1: An option to purchase 299, 643 shares was granted on March 8, 2011 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One-fourth of the shares subject to the option vested on March 7, 2012 and one forty-eighth of the shares vest monthly thereafter. This option may be exercised prior to vesting subject to the Company's right to repurchase any shares that fail to vest as of termination of service.

F2: Shares subject to the option vest monthly over four years beginning on August 1, 2011.

F3: Each RSU represents a contingent right to receive one share of the Issuer's Ordinary Shares.

F4: 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.