AMBARELLA INC — Director's Dealing 2013

Dec 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2013-12-11

Reporting Person: VERHALEN ANDREW W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-11	Ordinary Shares	J	938363	$0.00	Disposed	0	Indirect
2013-12-11	Ordinary Shares	J	23761	$0.00	Acquired	90521	Direct
2013-12-16	Ordinary Shares	M	695	—	Acquired	91216	Direct
2013-12-11	Ordinary Shares	J	2003	$0.00	Acquired	3850	Indirect
2013-12-11	Ordinary Shares	J	2003	$0.00	Acquired	3850	Indirect
2013-12-11	Ordinary Shares	J	8009	$0.00	Acquired	8009	Indirect
2013-12-16	Ordinary Shares	S	6601	$25.0097	Disposed	1408	Indirect
2013-12-17	Ordinary Shares	S	1408	$25.015	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-16	Restricted Stock Units	$	M	695	Disposed		Ordinary Shares (695)	Direct

Footnotes

F1: Represents a pro-rata, in-kind distribution by Matrix Partners VII, L.P., without consideration, to its partners.

F2: Such shares were held by Matrix Partners VII, L.P. Mr. Verhalen is a managing member of Matrix VII Management Co., L.L.C., which is the general partner of Matrix Partners VII, L.P. Mr. Verhalen disclaimed beneficial ownership of the Matrix VII, L.P. shares except to the extent of any pecuniary interest therein.

F3: Each RSU represents a contingent right to receive one share of the Issuer's Ordinary Shares.

F4: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $25.00 to $25.04 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 (4) to this Form 4.

F5: Of the total 2,778 shares, the RSUs vest as to one-fourth of the RSUs each three months following June 15, 2013.