AMBARELLA INC — Director's Dealing 2014

Jan 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2014-01-02

Reporting Person: Day Christopher (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-02	Ordinary Shares	M	14278	$8.64	Acquired	41266	Direct
2014-01-02	Ordinary Shares	M	21016	$8.82	Acquired	62282	Direct
2014-01-02	Ordinary Shares	M	4706	$9.99	Acquired	66988	Direct
2014-01-02	Ordinary Shares	S	35631	$32.9557	Disposed	31357	Direct
2014-01-02	Ordinary Shares	S	4369	$33.649	Disposed	26988	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Stock Option (right to buy)	$8.64	M	14278	Disposed	2020-04-13	Ordinary Shares (14278)	Direct
2014-01-02	Stock Option (right to buy)	$8.82	M	7591	Disposed	2020-11-03	Ordinary Shares (7591)	Direct
2014-01-02	Stock Option (right to buy)	$8.82	M	13425	Disposed	2021-08-30	Ordinary Shares (13425)	Direct
2014-01-02	Stock Option (right to buy)	$9.99	M	4706	Disposed	2022-07-10	Ordinary Shares (4706)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted on June 15, 2013.

F2: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $32.35 to $33.34 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 $33.36 to $33.98 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 (3) to this Form 4.

F4: Of the total grant of 100,000 shares, 25% vests on the one year anniversary of the date of grant, April 13, 2010, and the remaining shares vest in equal monthly installments over 36 months.

F5: Of the total grant of 8,888 shares, 1/48 vests each month following the vesting commencement date of August 1, 2010.

F6: Of the total grant of 22,222 shares, 1/48 vests each month following the vesting commencement date of August 1, 2011.

F7: Of the total grant of 17,777 shares, 1/48 vests each month following the vesting commencement date of May 23, 2012.