RAMBUS INC — Director's Dealing 2014

Oct 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2014-10-01

Reporting Person: HERSCHER PENNY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-01	Common Stock	A	13418	$0.0	Acquired	13418	Direct
2014-10-03	Common Stock	S	8265	$12.2068	Disposed	49064	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	57329	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, 2015.

F3: Excludes 16,530 restricted stock units vested and issued on October 1, 2014 that are now held in the 2011 Herscher Family Trust for which the Reporting Person serves as a trustee.

F4: Shares held directly by the 2001 Herscher Family Trust for which the Reporting Person serves as a trustee.

F5: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 3, 2014.

F6: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $12.01 to $12.33. 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.