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: LAVELLE THOMAS R (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock	A	10000	$0.00	Acquired	71194	Direct
2010-02-01	Common Stock	F	1101	$22.72	Disposed	70093	Direct
2010-02-02	Common Stock	F	945	$22.78	Disposed	69148	Direct

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	35000	Acquired	2020-02-01	Common Stock (35000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6425	Indirect

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: Shares held directly by the Thomas & Gayle Lavelle Family Trust for which the Reporting Person serves as a trustee. This footnote was inadvertently excluded in the Reporting Person's Form 4 filed with the SEC on January 4, 2010.

F3: 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.