RAMBUS INC — Director's Dealing 2016

Mar 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2016-03-07

Reporting Person: STARK LAURA (SVP, GM ESD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-07	Common Stock	M	891	$8.55	Acquired	176363	Direct
2016-03-07	Common Stock	M	1336	$7.31	Acquired	177699	Direct
2016-03-07	Common Stock	M	1239	$5.46	Acquired	178938	Direct
2016-03-07	Common Stock	M	560	$8.76	Acquired	179498	Direct
2016-03-07	Common Stock	S	5270	$12.8325	Disposed	174228	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-07	Employee Stock Option (right to buy)	$8.55	M	891	Disposed	2019-02-02	Common Stock (891)	Direct
2016-03-07	Employee Stock Option (right to buy)	$7.31	M	1336	Disposed	2022-02-01	Common Stock (1336)	Direct
2016-03-07	Employee Stock Option (right to buy)	$5.46	M	1239	Disposed	2023-02-01	Common Stock (1239)	Direct
2016-03-07	Employee Stock Option (right to buy)	$8.76	M	560	Disposed	2024-02-03	Common Stock (560)	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 February 5, 2016.

F2: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $12.73 to $13.04. 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 2, 2009 and the remaining shares vested monthly thereafter until fully vested on February 2, 2014.

F4: 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.

F5: 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.

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.