RAMBUS INC — Director's Dealing 2011

Oct 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2011-10-03

Reporting Person: HERSCHER PENNY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-03	RMBS Common Stock	P	11612	$0.00	Acquired	11612	Direct
2011-10-04	RMBS	S	3836	$14.4444	Acquired	14187	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
RMBS Common Stock	18023	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 will vest on October 3, 2012.

F3: Includes 7,672 shares represented by restricted stock units previously held directly by Reporting Person. Following vesting and issuance, shares are held by the 2001 Herscher Family Trust.

F4: Shares held directly by the 2001 Herscher Family Trust for which the Reporting Person serves as a trustee.

F5: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 17, 2011.

F6: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $13.47 to $14.95. 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.