RAMBUS INC — Director's Dealing 2016

Aug 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2016-08-22

Reporting Person: Kim Jae (SVP & GC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-22	Common Stock	M	496	$7.31	Acquired	92605	Direct
2016-08-22	Common Stock	M	2433	$5.46	Acquired	95038	Direct
2016-08-22	Common Stock	M	1460	$5.46	Acquired	96498	Direct
2016-08-22	Common Stock	M	242	$5.63	Acquired	96740	Direct
2016-08-22	Common Stock	M	111	$5.63	Acquired	96851	Direct
2016-08-22	Common Stock	M	4335	$8.76	Acquired	101186	Direct
2016-08-22	Common Stock	S	9851	$13.8709	Disposed	91335	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-22	Employee Stock Option (right to buy)	$7.31	M	496	Disposed	2022-02-01	Common Stock (1982)	Direct
2016-08-22	Employee Stock Option (right to buy)	$5.46	M	2433	Disposed	2023-02-01	Common Stock (9730)	Direct
2016-08-22	Employee Stock Option (right to buy)	$5.46	M	1460	Disposed	2023-02-01	Common Stock (5838)	Direct
2016-08-22	Employee Stock Option (right to buy)	$5.63	M	242	Disposed	2020-08-02	Common Stock (969)	Direct
2016-08-22	Employee Stock Option (right to buy)	$5.63	M	111	Disposed	2021-02-01	Common Stock (442)	Direct
2016-08-22	Employee Stock Option (right to buy)	$8.76	M	4335	Disposed	2024-02-03	Common Stock (29078)	Direct

Footnotes

F1: The sales reported on this Form 4 are pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 21, 2016.

F2: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $13.69 to $13.99. 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.

F3: Ten percent of the shares subject to the option vested on August 1, 2012 and the remaining shares vested monthly thereafter until fully vested on February 1, 2016.

F4: Ten percent of the shares subject to the option vested on August 1, 2013 and the remaining shares vested monthly thereafter until fully vested on February 1, 2017.

F5: One-third of the shares subject to the option vested on June 22, 2013 and the remaining shares vested monthly thereafter until fully vested on June 22, 2015.

F6: Ten percent of the shares subject to the option vested on August 3, 2014 and the remaining shares vested monthly thereafter until fully vested on February 3, 2018.