RAMBUS INC — Director's Dealing 2013

Mar 5, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2013-02-21

Reporting Person: STARK LAURA (SVP, CORP STRATEGY, M&A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	59776	Direct
Common Stock	1500	Direct
Common Stock	3750	Direct
Common Stock	3750	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$33.90	2013-11-25	Common Stock (85000)		Direct
Employee Stock Option (right to buy)	$33.90	2013-11-25	Common Stock (65000)		Direct
Employee Stock Option (right to buy)	$33.90	2013-11-25	Common Stock (50000)		Direct
Employee Stock Option (right to buy)	$24.04	2014-12-03	Common Stock (85000)		Direct
Employee Stock Option (right to buy)	$22.94	2016-01-06	Common Stock (70000)		Direct
Employee Stock Option (right to buy)	$18.69	2017-02-01	Common Stock (60000)		Direct
Employee Stock Option (right to buy)	$8.55	2019-02-02	Common Stock (26544)		Direct
Employee Stock Option (right to buy)	$22.72	2020-02-01	Common Stock (30000)		Direct
Employee Stock Option (right to buy)	$20.93	2021-02-01	Common Stock (30000)		Direct
Employee Stock Option (right to buy)	$7.31	2022-02-01	Common Stock (40000)		Direct
Employee Stock Option (right to buy)	$4.13	2022-08-01	Common Stock (55000)		Direct
Employee Stock Option (right to buy)	$4.13	2022-08-01	Common Stock (55000)		Direct
Employee Stock Option (right to buy)	$5.46	2023-02-01	Common Stock (50000)		Direct

Footnotes

F1: Rambus Inc. common stock held directly by the Reporting Person.

F2: Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Rambus Inc. common stock.

F3: The remaining restricted stock units vest in full on February 1, 2014 or the first trading day after February 1, 2014.

F4: The remaining restricted stock units vest in two equal annual installments beginning on February 1, 2014 or the first trading day after February 1, 2014.

F5: The remaining restricted stock units vest in three equal annual installments beginning on February 1, 2014 or the first trading day after February 1, 2014.

F6: Shares subject to the option are fully vested.

F7: One tenth of the shares subject to the option vested on August 2, 2009 and the remaining shares vested and continue to vest in equal monthly installments until they are fully vested on February 2, 2014.

F8: One tenth of the shares subject to the option vested on August 1, 2010 and the remaining shares vested and continue to vest in equal monthly installments until they are fully vested on February 1, 2015.

F9: One tenth of the shares subject to the option vested on August 1, 2011 and the remaining shares vested and continue to vest in equal monthly installments until they are fully vested on February 1, 2016.

F10: One tenth of the shares subject to the option vested on August 1, 2012 and the remaining shares vested and continue to vest in equal monthly installments until they are fully vested on February 1, 2016.

F11: Shares subject to the option fully vest on August 1, 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 prior to August 1, 2017, the option will terminate.

F12: Shares subject to the option fully vest on August 1, 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 closing 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 August 1, 2015, the option will vest if and to the extent the related performance milestones are achieved prior to August 1, 2017, and if the related performance milestones are not achieved prior to August 1, 2017, the unvested portion of the option will terminate.

F13: One tenth of the shares subject to the option vest on August 1, 2013 and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2017.