AMBARELLA INC — Director's Dealing 2014

Sep 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2014-09-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-16	Ordinary Shares	M	5542.0	—	Acquired	332249	Direct
2014-09-16	Ordinary Shares	S	4548.0	$33.66	Disposed	327701	Direct

Derivative Transactions

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

Footnotes

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

F2: Includes 364 shares acquired under the Company's employee stock purchase plan on September 15, 2014.

F3: Shares sold to pay tax obligations resulting from the vesting of restricted stock units.

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

F5: On August 27, 2013 the reporting person was granted RSUs convertible into 36,000 Ordinary Shares based on Issuer's determination of the satisfaction of certain performance goals for the fiscal year ended January 31, 2014. The performance criteria were achieved, and the RSUs become eligible for time-based vesting commencing on March 15, 2014.

F6: 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.