AMBARELLA INC — Director's Dealing 2013

Nov 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2013-11-01

Reporting Person: Wang Feng-Ming (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-01	Ordinary Shares	S	36000	$20.1733	Disposed	641833	Direct
2013-11-01	Ordinary Shares	S	5000	$20.1849	Disposed	85333	Indirect
2013-11-01	Ordinary Shares	S	10000	$20.1723	Disposed	138000	Indirect
2013-11-04	Ordinary Shares	S	500	$21.00	Disposed	641333	Direct
2013-11-04	Ordinary Shares	S	153	$21.00	Disposed	137847	Indirect
2013-11-05	Ordinary Shares	S	15500	$21.1593	Disposed	625833	Direct
2013-11-05	Ordinary Shares	S	1500	$21.0027	Disposed	83833	Indirect
2013-11-05	Ordinary Shares	S	3847	$21.0168	Disposed	134000	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted on March 28, 2013.

F2: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $19.91 to $20.59 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 $19.94 to $20.46 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: Shares held by Acorn Hall Irreversible Trust for the benefit of the reporting person's child. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.

F5: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $19.94 to $20.46 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 (5) to this Form 4.

F6: Shares held by Tutu's Irrevocable Trust for the benefit of the reporting person's child. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.

F7: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $21.00 to $21.36 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 (7) to this Form 4.

F8: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $21.00 to $21.02 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 (8) to this Form 4.

F9: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $21.00 to $21.09 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 (9) to this Form 4.