RAMBUS INC — Director's Dealing 2015

Feb 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2015-02-02

Reporting Person: RISHI SATISH (SVP Finance, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-02	Common Stock	F	1533	$11.26	Disposed	143279	Direct
2015-02-02	Common Stock	A	16000	—	Acquired	159279	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-02	Employee Stock Option (right to buy)	$11.26	A	17500	Acquired	2025-02-02	Common Stock (17500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3000	Indirect
Common Stock	700	Indirect

Footnotes

F1: Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Rambus Inc. common stock. The restricted stock units vest in four equal annual installments beginning on February 2, 2016 or the first business trading thereafter.

F2: Shares held directly by the Satish & Maureen P. Rishi Family Trust A/A DTD 9/23/1997 for which the Reporting Person serves as a trustee.

F3: Shares held directly by the Reporting Person as a custodian for his minor child.

F4: One tenth of the shares subject to the option vest on August 2, 2015 and the remaining shares vest in equal monthly installments until they are fully vested on February 2, 2019.