AMBARELLA INC — Director's Dealing 2013

Sep 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2013-09-16

Reporting Person: Laplante George (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-16	Ordinary Shares	M	6300	$8.82	Acquired	61240	Direct
2013-09-16	Ordinary Shares	S	6300	$18.1305	Disposed	54940	Direct
2013-09-16	Ordinary Shares	M	695	—	Acquired	55635	Direct
2013-09-16	Ordinary Shares	S	265	$17.80	Disposed	59553	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-16	Stock Option (right to buy)	$8.82	M	6300	Disposed	2021-03-08	Ordinary Shares (6300)	Direct
2013-09-16	Restricted Stock Units	$	M	695	Disposed		Ordinary Shares (695)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted on June 19, 2013.

F2: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $18.05 to $18.20 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 RSUs convert into the Issuer's Ordinary Shares on a one-for-one basis.

F4: Includes 4,183 shares acquired under the Company's employee stock purchase plan on September 16, 2013.

F5: An option to purchase 299, 643 shares was granted on March 8, 2011 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One-fourth of the shares subject to the option vested on March 7, 2012 and one forty-eighth of the shares vest monthly thereafter. This option may be exercised prior to vesting subject to the Company's right to repurchase any shares that fail to vest as of termination of service.

F6: Of the total grant of 11,112 RSUs, the RSUs vest as to 1/16 of the RSUs each three months following 9/15/12; provided however, that the RSUs shall not vest at all until either the expiration of the lock-up period applicable in connection with the Company's S-1 Registration Statement or upon a change of control transaction, at which time the original vesting schedule shall apply.