RAMBUS INC — Director's Dealing 2012

Jul 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2012-07-02

Reporting Person: BLACK RONALD D (President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-02	Employee Stock Option (right to buy)	$5.76	A	595000	Acquired	2022-07-02	Common Stock (595000)	Direct
2012-07-02	Employee Stock Option (right to buy)	$5.76	A	297500	Acquired	2022-07-02	Common Stock (297500)	Direct
2012-07-02	Employee Stock Option (right to buy)	$5.76	A	297500	Acquired	2022-07-02	Common Stock (297500)	Direct

Footnotes

F1: Ten percent (10%) of the shares subject to the option will vest on January 2, 2013 and one forty-second (1/42) of the shares will vest monthly thereafter until fully vested on the four (4) year anniversary of the grant date.

F2: Shares subject to the option fully vest on June 25, 2015 if Rambus common stock has previously attained a closing price on NASDAQ of $15.00 or more over any sixty (60) consecutive trading day period. If such performance milestone is not achieved by June 25, 2015, the option will become fully vested upon the subsequent date, if any, upon which such performance milestone is achieved prior to June 25, 2017, and if such performance milestone is not achieved prior to June 25, 2017, the option will terminate.

F3: Shares subject to the option fully vest on June 25, 2015 if Rambus common stock has previously attained a closing price on NASDAQ over any sixty (60) consecutive trading day period as follows: 20% will vest with a closing price of $16.00; 20% will vest with a close price of $17.00; 20% will vest with a closing price of $18.00; 20% will vest with a closing price of $19.00; and 20% will vest with a closing price of $20.00. If the option has not vested, or has only partially vested by June 25, 2015, the option will vest if and to the extent the related performance milestones are achieved prior to June 25, 2017, and if the related performance milestones are not achieved prior to June 25, 2017, the unvested portion of the option will terminate.