RAMBUS INC — Director's Dealing 2015

Oct 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2015-10-01

Reporting Person: HERSCHER PENNY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-01	Common Stock	A	13618	$0.00	Acquired	13618	Direct
2015-10-01	Common Stock	S	6709	$11.66	Disposed	55773	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, 2016 or the first business trading day thereafter.

F3: Excludes 13,418 restricted stock units vested and issued on October 1, 2015 that are now held directly by the 2001 Herscher Family Trust for which the Reporting Person serves as a trustee.

F4: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 30, 2015.

F5: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $11.54 to $11.80. 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.

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