AMBARELLA INC — Director's Dealing 2013

Sep 27, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2013-09-26

Reporting Person: VERHALEN ANDREW W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-26	Ordinary Shares	J	1000000	—	Disposed	938363	Indirect
2013-09-26	Ordinary Shares	J	26515	—	Acquired	66760	Direct
2013-09-26	Ordinary Shares	J	2234	—	Acquired	3694	Indirect
2013-09-26	Ordinary Shares	S	1847	$19.2809	Disposed	1847	Indirect
2013-09-26	Ordinary Shares	J	2234	—	Acquired	3694	Indirect
2013-09-26	Ordinary Shares	S	1847	$19.2809	Disposed	1847	Indirect
2013-09-26	Ordinary Shares	J	8936	—	Acquired	14775	Indirect
2013-09-26	Ordinary Shares	S	14775	$19.099	Disposed	0	Indirect

Footnotes

F1: Represents a pro-rata, in-kind distribution by Matrix Partners VII, L.P., without consideration, to its partners.

F2: Includes 938,363 shares held by Matrix Partners VII, L.P. Mr. Verhalen is a managing member of Matrix VII Management Co., L.L.C., which is the general partner of Matrix Partners VII, L.P. Mr. Verhalen disclaims beneficial ownership of the Matrix VII, L.P. shares except to the extent of any pecuniary interest therein.

F3: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $19.16 to $19.52 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

F4: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $19.05 to $19.52 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.