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: Pickett Christopher M (SVP, Licensing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	A	23888	—	Acquired	44874	Direct
2012-02-01	Common Stock	S	18706	$7.3396	Disposed	26168	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	20000	Acquired	2022-02-01	Common Stock (20000)	Direct

Footnotes

F1: Represents performance restricted stock units that will vest on February 1, 2013. Each performance restricted stock unit represents a right to receive one share of Rambus Inc. common stock.

F2: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 14, 2011.

F3: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $7.28 to $7.41 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.

F4: 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.