AMBARELLA INC — Director's Dealing 2021

Mar 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2021-03-12

Reporting Person: Chen Yun-Lung (VP, Business Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-12	Ordinary Shares	M	8289	$8.82	Acquired	48235	Direct
2021-03-12	Ordinary Shares	S	5452	$111.6022	Disposed	42783	Direct
2021-03-12	Ordinary Shares	S	2837	$113.133	Disposed	39946	Direct
2021-03-16	Ordinary Shares	M	14203	—	Acquired	54149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-12	Non-Qualified Stock Option (right to buy)	$8.82	M	5927	Disposed	2021-08-29	Ordinary Shares (5927)	Direct
2021-03-12	Non-Qualified Stock Option (right to buy)	$8.82	M	2362	Disposed	2021-08-30	Ordinary Shares (2362)	Direct
2021-03-16	Restricted Stock Units	$	M	13148	Disposed	2021-03-15	Ordinary Shares (13148)	Direct
2021-03-16	Restricted Stock Units	$	M	1278	Disposed	2021-06-15	Ordinary Shares (1278)	Direct
2021-03-16	Restricted Stock Units	$	M	708	Disposed	2022-03-15	Ordinary Shares (708)	Direct
2021-03-16	Restricted Stock Units	$	M	712	Disposed	2023-03-15	Ordinary Shares (712)	Direct

Footnotes

F1: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $111.50 to $111.71 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

F2: The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $113.03 to $113.31 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

F3: Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.

F4: Shares subject to the option vest monthly over four years beginning on August 1, 2011.

F5: On June 7, 2018, reporting person was granted an RSU award covering a target of 6,574 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 11,505 ordinary shares were delivered to reporting person.

F6: The restricted stock units vest at the rate of 1/12 per quarter commencing on June 15, 2018.

F7: The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2019.

F8: The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2020.