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: HOROWITZ MARK (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Common Stock	S	20000	$20.8034	Disposed	854976	Indirect
2011-02-01	Common Stock	A	2000	$0.00	Acquired	18678	Direct
2011-02-01	Common Stock	F	1263	$20.93	Disposed	17415	Direct
2011-02-01	Common Stock	F	369	$20.93	Disposed	17046	Direct
2011-02-02	Common Stock	F	438	$21.03	Disposed	16608	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	8000	Acquired	2021-02-01	Common Stock (8000)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 7, 2010.

F2: The sale price reported in column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $20.64 and $20.99 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.

F3: Shares held directly by the Mark Horowitz & Jody Buckley Living Trust dated June 21, 2003 for which the Reporting Person serves as a trustee.

F4: 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.

F5: 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.