AMBARELLA INC — Director's Dealing 2013

May 9, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2013-05-07

Reporting Person: VERHALEN ANDREW W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-07	Ordinary Shares	J	700000	—	Disposed	1938363	Indirect
2013-05-07	Ordinary Shares	J	17329	—	Acquired	39551	Direct
2013-05-07	Ordinary Shares	J	1460	—	Acquired	1460	Indirect
2013-05-07	Ordinary Shares	J	1460	—	Acquired	1460	Indirect
2013-05-07	Ordinary Shares	J	5839	—	Acquired	5839	Indirect

Footnotes

F1: Includes 1,938,363 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.

F2: Represents a pro-rata, in-kind distribution by Matrix Partners VII, L.P., without consideration, to its partners.