AMBARELLA INC — Director's Dealing 2013

Jul 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2013-06-28

Reporting Person: TAN LIP BU (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-28	Ordinary Shares	S	2550	$16.6064	Disposed	8703	Indirect
2013-06-28	Ordinary Shares	S	347	$16.6064	Disposed	0	Indirect
2013-06-28	Ordinary Shares	S	357	$16.6064	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	1116	Indirect
Ordinary Shares	2260639	Indirect

Footnotes

F1: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $16.55 to $16.69 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 (1) to this Form 4.

F2: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $16.55 to $16.69 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 (2) to this Form 4.

F3: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $16.55 to $16.69 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: Such shares are held by Pacven Walden Management Co., Ltd., of which Mr. Tan is the sole shareholder and director.

F5: Such shares are held by WIIG Pool, Inc., of which Mr. Tan is a director and shareholder. Mr. Tan disclaims beneficial ownership of the shares held by WIIG Pool, Inc. except to the extent of any pecuniary interest therein.

F6: Such shares are held by Reserve Holdings LLC, of which Mr. Tan is a director and shareholder. Mr. Tan disclaims beneficial ownership of the shares held by Reserve Holdings LLC except to the extent of any pecuniary interest therein.

F7: Such shares are held by Lip-Bu Tan & Ysa Loo Trust DTD 2/3/92.

F8: Such shares are held by Pacven Walden Ventures V, L.P. and affiliated funds. Mr. Tan disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.