AMBARELLA INC — Director's Dealing 2014

Dec 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2014-12-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-16	Ordinary Shares	M	16042.0	—	Acquired	185743	Direct
2014-12-16	Ordinary Shares	S	8484.0	$46.15	Disposed	177259	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-16	Restricted Stock Units	$	M	1042.0	Disposed	2022-08-27	Ordinary Shares (1042)	Direct
2014-12-16	Restricted Stock Units	$	M	4500.0	Disposed	2023-08-26	Ordinary Shares (4500)	Direct
2014-12-16	Restricted Stock Units	$	M	5250.0	Disposed	2023-08-27	Ordinary Shares (5250)	Direct
2014-12-16	Restricted Stock Units	$	M	5250.0	Disposed	2024-09-07	Ordinary Shares (5250)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.

F2: Shares sold to pay tax obligations resulting from the vesting of restricted stock units.

F3: 63,000 RSUs previously included in this Column as ordinary shares, are now being reported in Table II, as RSUs.

F4: The restricted stock units vest at the rate of 1/16 per quarter beginning on September 15, 2012.

F5: 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.

F6: The restricted stock units vest at the rate of 1/16 per quarter beginning on September 15, 2013.

F7: 63,000 RSUs previously included in Column 5 of Table I, as ordinary shares, are now being reported in this column, as RSUs.

F8: The restricted stock units vest at the rate of 1/16 per quarter beginning on September 15, 2014.