AMBARELLA INC — Director's Dealing 2014

Mar 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2014-03-05

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-05	Restricted Stock Units	$	A	36000	Acquired		Ordinary Shares (36000)	Direct

Footnotes

F1: The RSUs convert into the Issuer's Ordinary Shares on a one-for-one basis.

F2: On August 27, 2013 the reporting person was granted RSUs convertible into between 0 - 36,000 Ordinary Shares based on Issuer's determination of the satisfaction of certain performance goals for the fiscal year ended January 31, 2014, which RSUs would then become eligible for time-based vesting. The performance criteria achieved resulted in the grant of RSUs for 36,000 Ordinary Shares to the reporting person.

F3: The RSUs vest 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.