AMBARELLA INC — Director's Dealing 2014

Mar 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2014-03-18

Reporting Person: Wang Feng-Ming (CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-18	Ordinary Shares	M	1041	—	Acquired	341511	Direct
2014-03-18	Ordinary Shares	S	2437	$28	Disposed	339900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-18	Restricted Stock Units	$	M	1041	Disposed	2022-08-27	Ordinary Shares (1041)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	39833	Indirect
Ordinary Shares	42000	Indirect

Footnotes

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

F2: Includes 826 shares acquired under the Company's employee stock purchase plan on March 17, 2014.

F3: 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.

F4: 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.

F5: The RSUs vest as to one-fourth of the RSUs each three months following September 15, 2012.