RAMBUS INC — Director's Dealing 2013

Feb 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2013-02-01

Reporting Person: BLACK RONALD D (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-01	Common Stock	A	44292	—	Acquired	44292	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Employee Stock Option	$5.46	A	190000	Acquired	2023-02-01	Common Stock (190000)	Direct

Footnotes

F1: In lieu of the Reporting Person's Q412 compensation incentive plan payout, the Reporting Person elected to receive a restricted stock unit grant. The amount of shares granted was based upon the closing value of $5.46 for RMBS common stock on February 1, 2013. One-third of the restricted stock units subject to this grant will vest annually until fully vested after three years from the award date.

F2: 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.