AMBARELLA INC — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2014-02-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Ordinary Shares	S	33221	$30.3491	Disposed	391249	Direct
2014-02-03	Ordinary Shares	S	10779	$31.5014	Disposed	380470	Direct
2014-02-03	Ordinary Shares	S	4900	$30.3465	Disposed	53933	Indirect
2014-02-03	Ordinary Shares	S	4600	$31.7771	Disposed	49333	Indirect
2014-02-03	Ordinary Shares	S	10700	$30.3598	Disposed	71300	Indirect
2014-02-03	Ordinary Shares	S	9300	$31.7701	Disposed	62000	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans 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 $30.08 to $31.05 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 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 $31.08 to $31.97 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: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $30.10 to $30.98 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: 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.

F6: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $31.12 to $32.11 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: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $30.09 to $31.04 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 (7) to this Form 4.

F8: 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.

F9: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $31.13 to $32.12 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.