RAMBUS INC — Director's Dealing 2010

Oct 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2010-10-01

Reporting Person: HERSCHER PENNY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-01	Common Stock	A	7672	$0.00	Acquired	7672	Direct
2010-10-04	Common Stock	S	3978	$20.496	Disposed	10351	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14329	Indirect

Footnotes

F1: Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of RMBS common stock.

F2: All of the restricted stock units vest on October 1, 2011.

F3: Excludes 9,946 shares represented by restricted stock units previously held directly by the Reporting Person. Upon vesting, shares were issued to and are now held directly by the 2001 Herscher Family Trust U/A/D 6/14/2001 for which the reporting person serves as a trustee.

F4: Includes 9,946 shares represented by restricted stock units previously held directly by the Reporting Person. Upon vesting, shares were issued to and are now held directly by the 2001 Herscher Family Trust.

F5: Shares held directly by the 2001 Herscher Family Trust.

F6: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 30, 2009.

F7: The sale price reported in column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $20.34 to $20.9025 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will be provide full information regarding the number of shares sold at each separate price.