AMBARELLA INC — Director's Dealing 2013

Jun 27, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2013-06-24

Reporting Person: Pacven Walden Management V Co. Ltd. (Former 10% holder)
Reporting Person: PACVEN WALDEN VENTURES V LP (Former 10% holder)
Reporting Person: Pacven Walden Ventures Parallel V-A C.V. (Former 10% holder)
Reporting Person: Pacven Walden Ventures Parallel V-B C.V. (Former 10% holder)
Reporting Person: PACVEN WALDEN VENTURES V ASSOCIATES FUND LP (Former 10% holder)
Reporting Person: PACVEN WALDEN VENTURES V QP ASSOCIATES FUND LP (Former 10% holder)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-24	Ordinary Shares	J	705010	—	Disposed	2115031	Indirect
2013-06-24	Ordinary Shares	J	2446	—	Disposed	7338	Indirect
2013-06-24	Ordinary Shares	J	16221	—	Disposed	48664	Indirect
2013-06-24	Ordinary Shares	J	16221	—	Disposed	48664	Indirect
2013-06-24	Ordinary Shares	J	13287	—	Disposed	39861	Indirect
2013-06-24	Ordinary Shares	J	15686	—	Acquired	15686	Direct
2013-06-25	Ordinary Shares	J	14905	—	Disposed	781	Direct
2013-06-25	Ordinary Shares	J	11253	—	Acquired	11253	Indirect

Footnotes

F1: Pacven Walden Management V Co. Ltd. ("Pacven V Mgmnt"), the Designated Filer, is the general partner of Pacven Walden Ventures V, L.P. ("Pacven Ventures V"), Pacven Walden Ventures Parallel V-A, C.V. ("Pacven V Parallel A"), Pacven Walden Ventures Parallel Fund V-B, C.V. ("Pacven V Parallel B"), Pacven Walden Ventures V Associates Fund, L.P. ("Pacven V A") and Pacven Walden Ventures V-QP Associates Fund, L.P. ("Pacven V-QP"). Lip-Bu Tan is the sole director of Pacven V Mgmnt and shares voting and investment power with respect to the shares held by Pacven Ventures V, Pacven V Parallel A, Pacven V Parallel B, Pacven V A and Pacven V-QP with the other members of the Investment Committee of Pacven V Mgmnt. The members of such Investment Committee are Lip-Bu Tan, Andrew Kau, Hock Voon Loo and Brian Chiang. Each member disclaims beneficial ownership of the shares except the extent of his or her pecuniary interest.

F2: Represents a pro-rata, in-kind distribution by Pacven Walden Ventures V, L.P., without consideration, to its partners.

F3: Represents a pro-rata, in-kind distribution by Pacven Walden Ventures V Associates Fund, L.P., without consideration, to its partners.

F4: Represents a pro-rata, in-kind distribution by Pacven Walden Ventures Parallel V-A C.V., without consideration, to its partners.

F5: Represents a pro-rata, in-kind distribution by Pacven Walden Ventures Parallel V-B C.V., without consideration, to its partners.

F6: Represents a pro-rata, in-kind distribution by Pacven Walden Ventures V-QP Associates Fund, L.P., without consideration, to its partners.

F7: Represents a pro-rata, in-kind distribution by Pacven Walden Ventures V, L.P., Pacven Walden Ventures V Associates Fund, L.P., Pacven Walden Ventures Parallel V-A C.V., Pacven Walden Ventures Parallel V-B C.V. and Pacven Walden Ventures V-QP Associates Fund, L.P., without consideration, to its partners.

F8: Represents a pro-rata, in-kind distribution by Pacven Walden Management V Co. Ltd., without consideration, to its shareholders.