RAMBUS INC — Director's Dealing 2010

Feb 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2010-02-01

Reporting Person: HOROWITZ MARK (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock	A	3500	$0.00	Acquired	1006202	Direct
2010-02-01	Common Stock	F	1320	$22.72	Disposed	1004882	Direct
2010-02-02	Common Stock	F	467	$22.78	Disposed	1004415	Direct
2010-02-01	Common Stock	S	20000	$22.3567	Disposed	67239	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Employee Stock Option (right to buy)	$22.72	A	10000	Acquired	2020-02-01	Common Stock (10000)	Direct

Footnotes

F1: Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Rambus Inc. common stock. The restricted stock units vest in four equal annual installments beginning on February 1, 2011 or the first trading day after February 1, 2011.

F2: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 5, 2009.

F3: The sale price reported in column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $22.06 and $22.61 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.

F4: Shares held directly by the Mark Horowitz & Jody Buckley Living Trust dated June 21, 2003 for which the Reporting Person serves as a trustee.

F5: One-tenth of the shares subject to the option vest on August 1, 2010 and one fifty-fourth of the shares shall vest monthly thereafter.