RAMBUS INC — Director's Dealing 2013

Oct 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2013-10-01

Reporting Person: HERSCHER PENNY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-01	Common Stock	A	16530	—	Acquired	41530	Direct
2013-10-01	Common Stock	S	10000	$9.531	Disposed	16530	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40799	Indirect

Footnotes

F1: Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of RMBS common stock.

F2: All of the restricted stock units will vest on October 1, 2014.

F3: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 20, 2013.

F4: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $9.37 to $9.62. 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.

F5: Excludes 15,000 restricted stock units vested and issued on October 1, 2013 that are now held in the 2001 Herscher Family Trust.

F6: Shares held directly by the 2001 Herscher Family Trust for which the Reporting Person serves as a trustee.