AMBARELLA INC — Director's Dealing 2013

Apr 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2013-04-09

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: DUNLEVIE BRUCE (10% Owner)
Reporting Person: GURLEY J WILLIAM (10% Owner)
Reporting Person: HARVEY KEVIN (10% Owner)
Reporting Person: KAGLE ROBERT (10% Owner)
Reporting Person: SPURLOCK STEVEN M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-09	Ordinary Shares	J	669861	—	Disposed	1360020	Indirect
2013-04-09	Ordinary Shares	J	191982	—	Disposed	389781	Indirect
2013-04-09	Ordinary Shares	J	25053	—	Disposed	50865	Indirect
2013-04-09	Ordinary Shares	J	7458	—	Disposed	15142	Indirect
2013-04-09	Ordinary Shares	J	34845	—	Acquired	34845	Indirect
2013-04-09	Ordinary Shares	J	7967	—	Acquired	7967	Indirect
2013-04-09	Ordinary Shares	J	34845	—	Acquired	34845	Indirect
2013-04-09	Ordinary Shares	J	7629	—	Acquired	7629	Indirect
2013-04-09	Ordinary Shares	J	1636	—	Acquired	1636	Indirect
2013-04-09	Ordinary Shares	J	1039672	—	Disposed	2110848	Indirect

Footnotes

F1: Shares are owned directly by Benchmark Capital Partners IV, L.P. ("BCP IV").

F2: Shares are owned directly by Benchmark Founders' Fund IV, L.P. ("BFF IV").

F3: Shares are owned directly by Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A").

F4: Shares are owned directly by Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B").

F5: Benchmark Capital Management Co. IV, L.L.C. ("BCMC IV"), the Designated Filer and general partner of each of BCP IV, BFF IV, BFF IV-A and BFF IV-B, may be deemed to have had the sole voting and dispositive power over 1,039,672 of the Issuer's Ordinary Shares being distributed by BCP IV and its affiliated funds (the "Benchmark IV Funds") and may be deemed to have the sole voting and dispositive power over 2,110,848 of the Issuer's Ordinary Shares held by the Benchmark IV Funds. BCMC IV and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC IV and its managing members is the beneficial owner of these shares for purposes of Section 16 of any other purpose.

F6: Represents a pro-rata, in-kind distribution by BCMC IV and the Benchmark IV Funds, without additional consideration, to their respective partners, members and assignees.

F7: Shares are owned directly by Bruce W. Dunlevie's family trust.

F8: Shares are owned directly by J. William Gurley.

F9: Shares are owned directly by Kevin R. Harvey's family trust.

F10: Shares are owned directly by Robert C. Kagle.

F11: Shares are owned directly by Steven M. Spurlock's family trust.