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: 2013-12-13

Reporting Person: TAN LIP BU (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-16	Ordinary Shares	M	695	—	Acquired	1389	Direct
2013-12-13	Ordinary Shares	J	7304	$0.00	Disposed	775694	Indirect
2013-12-13	Ordinary Shares	J	1994	$0.00	Acquired	3348	Indirect
2013-12-13	Ordinary Shares	J	694	$0.00	Acquired	694	Indirect
2013-12-17	Ordinary Shares	S	694	$24.8855	Disposed	0	Indirect
2013-12-13	Ordinary Shares	J	714	$0.00	Acquired	714	Indirect
2013-12-17	Ordinary Shares	S	714	$24.8855	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

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	3018	Indirect

Footnotes

F1: Each RSU represents a contingent right to receive one share of the Issuer?s Ordinary Shares.

F2: Represents a pro-rata, in-kind distribution by Pacven Walden Management V Co., Ltd., without consideration, to their partners or shareholders as applicable.

F3: 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.

F4: Such shares are held by Lip-Bu Tan & Ysa Loo Trust DTD 2/3/92.

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: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $24.82 to $24.99 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 (6) to this Form 4.

F7: 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.

F8: Such shares are held by Pacven Walden Management Co., Ltd., of which Mr. Tan is the sole shareholder and director.

F9: Of the total 2,778 shares, the RSUs vest as to one-fourth of the RSUs each three months following June 15, 2013.