RAMBUS INC — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2012-02-01

Reporting Person: LAVELLE THOMAS R (SVP & GC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	A	6000	—	Acquired	50188	Direct
2012-02-01	Common Stock	F	3142	$7.31	Disposed	47046	Direct
2012-02-02	Common Stock	F	1072	$7.29	Disposed	45974	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Employee Stock Option (right to buy)	$7.31	A	45000	Acquired	2022-02-01	Common Stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	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, 2013.

F2: Pursuant to the terms of a marital settlement agreement, the Reporting Person no longer beneficially owns the remaining shares previously reported as indirectly owned through his spouse.

F3: One-tenth of the shares subject to the option vest on August 1, 2012 and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2016.