AMBARELLA INC — Director's Dealing 2013

Dec 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2013-12-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-17	Ordinary Shares	M	1042	—	Acquired	574875	Direct
2013-12-17	Ordinary Shares	S	2405	$24.43	Disposed	572470	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-17	Restricted Stock Units	$	M	1042	Disposed		Ordinary Shares (1042)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	77333	Indirect
Ordinary Shares	120000	Indirect

Footnotes

F1: The RSUs convert into the Issuer's Ordinary Shares on a one-for-one basis.

F2: 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.

F3: 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.

F4: Of the total grant of 16,667 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.