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: Kohn Leslie (Director, Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-16	Ordinary Shares	M	46070	—	Acquired	884112	Direct
2021-03-16	Ordinary Shares	S	22417	$112.0	Disposed	861695	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-16	Restricted Stock Units	$	M	41522	Disposed	2021-03-15	Ordinary Shares (41522)	Direct
2021-03-16	Restricted Stock Units	$	M	4037	Disposed	2021-06-15	Ordinary Shares (4037)	Direct
2021-03-16	Restricted Stock Units	$	M	2967	Disposed	2022-03-15	Ordinary Shares (2967)	Direct
2021-03-16	Restricted Stock Units	$	M	2734	Disposed	2023-03-15	Ordinary Shares (2734)	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 June 7, 2018, reporting person was granted an RSU award covering a target of 20,761 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 36,332 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.

F6: The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2020.