AMBARELLA INC — Director's Dealing 2020

Mar 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2020-03-17

Reporting Person: Kohn Leslie (Director, Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-17	Ordinary Shares	M	15403	—	Acquired	942174	Direct
2020-03-17	Ordinary Shares	S	6607	$38.988	Disposed	935567	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-03-17	Restricted Stock Units	$	M	11199	Disposed	2020-03-15	Ordinary Shares (11199)	Direct
2020-03-17	Restricted Stock Units	$	M	4037	Disposed	2021-06-15	Ordinary Shares (4037)	Direct
2020-03-17	Restricted Stock Units	$	M	2967	Disposed	2022-03-15	Ordinary Shares (2967)	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: On March 28, 2017, reporting person was granted an RSU award covering a target of 11,199 ordinary shares (the "Target RSU Number"), subject to satisfaction of predetermined, performance-based vesting criteria that could result in 0% - 150% of the Target RSU Number becoming eligible to vest, subject to certain adjustments. On February 26, 2018, the Company's Board of Directors determined the performance criteria for the RSUs had been satisfied at a level that resulted in 100% of the Target RSU Number becoming eligible for time-based vesting. Pursuant to time-based vesting requirements, 100% of the award would vest on March 15, 2020, subject to possible adjustment based on a total stockholder return ("TSR") performance metric covering the period of February 1, 2017 to January 31, 2020 (the "TSR Period"). As a result of the Company's TSR performance over the TSR Period, the RSUs eligible to vest were reduced by 25%. A total of 8,399 ordinary shares were delivered to reporting person.

F4: The restricted stock units vest at the rate of 1/12 per quarter commencing on June 15, 2018.

F5: The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2019.