AMBARELLA INC — Director's Dealing 2014

Sep 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2014-09-15

Reporting Person: Kohn Leslie (Director, CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-15	Ordinary Shares	M	10000.0	$8.82	Acquired	874591	Direct
2014-09-15	Ordinary Shares	S	8200.0	$35.5497	Disposed	866391	Direct
2014-09-15	Ordinary Shares	S	1800.0	$36.525	Disposed	864591	Direct
2014-09-16	Ordinary Shares	M	3764.0	—	Acquired	868355	Direct
2014-09-16	Ordinary Shares	S	3881.0	$33.66	Disposed	864474	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-15	Non-Qualified Stock Option (right to buy)	$8.82	M	10000.0	Disposed	2020-11-02	Ordinary Shares (10000)	Direct
2014-09-16	Restricted Stock Units	$	M	764.0	Disposed	2022-08-27	Ordinary Shares (764)	Direct
2014-09-16	Restricted Stock Units	$	M	3000.0	Disposed	2023-08-26	Ordinary Shares (3000)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person 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 $35.21 to $36.15 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 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 $36.25 to $37.05 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 this Form 4.

F4: Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.

F5: Shares sold to pay tax obligations resulting from the vesting of restricted stock units.

F6: Shares subject to the option vest monthly over four years beginning on August 1, 2010.

F7: The restricted stock units vest at the rate of 1/16 per quarter beginning on September 15, 2012.

F8: On August 27, 2013 the reporting person was granted RSUs convertible into 24,000 Ordinary Shares based on Issuer's determination of the satisfaction of certain performance goals for the fiscal year ended January 31, 2014. The performance criteria were achieved, and the RSUs become eligible for time-based vesting commencing on March 15, 2014.

F9: The RSUs vested as to 1/8 of the RSUs on June 15, 2014 and 1/8 of the RSU's will vest each three months thereafter such that the RSUs are 100% vested on March 15, 2016.