RAMBUS INC — Director's Dealing 2011

Feb 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2011-02-01

Reporting Person: Holt Sharon E (Sr. VP & GM, SBG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Common Stock	A	10000	$0.00	Acquired	63592	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-01	Employee Stock Option (right to buy)	$20.93	A	40000	Acquired	2021-02-01	Common Stock (40000)	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, 2012.

F2: One-tenth of the shares subject to the option vest on August 1, 2011 and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2016.