AMBARELLA INC — Director's Dealing 2021

Mar 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2021-03-16

Reporting Person: Day Christopher (VP, Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-16	Ordinary Shares	M	13449	—	Acquired	21803	Direct
2021-03-16	Ordinary Shares	S	5616	$112.0	Disposed	16187	Direct
2021-03-17	Ordinary Shares	S	2000	$112.0	Disposed	14187	Direct
2021-03-17	Ordinary Shares	S	2585	$108.0	Disposed	11602	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-16	Restricted Stock Units	$	M	12456	Disposed	2021-03-15	Ordinary Shares (12456)	Direct
2021-03-16	Restricted Stock Units	$	M	1211	Disposed	2021-06-15	Ordinary Shares (1211)	Direct
2021-03-16	Restricted Stock Units	$	M	667	Disposed	2022-03-15	Ordinary Shares (667)	Direct
2021-03-16	Restricted Stock Units	$	M	672	Disposed	2023-03-15	Ordinary Shares (672)	Direct

Footnotes

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

F2: Includes 238 shares acquired under the Company's employee stock purchase plan on March 15, 2021.

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

F4: On June 7, 2018, reporting person was granted an RSU award covering a target of 6,228 ordinary shares (the "Target RSU Number"), subject to satisfaction of predetermined, performance-based vesting criteria that could result in 0% to 200% of the Target RSU Number becoming eligible to vest, subject to certain adjustments. On February 28, 2019, the Company's Board of Directors determined the performance criteria had been satisfied at a level that resulted in 200% of the Target RSU Number becoming eligible for time-based vesting. Pursuant to time-based vesting requirements, the award would vest on March 15, 2021, subject to possible adjustment based on a total stockholder return ("TSR") performance metric for the period February 1, 2018 to January 31, 2021 (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% of the Target RSU Number. A total of 10,899 ordinary shares were delivered to reporting person.

F5: The restricted stock units vest at the rate of 1/12 per quarter commencing on June 15, 2018.

F6: The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2019.

F7: The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2020.