RAMBUS INC — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2016-02-16

Reporting Person: Kim Jae (SVP & GC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-17	Common Stock	M	3999	$7.31	Acquired	96108	Direct
2015-08-17	Common Stock	M	1097	$5.46	Acquired	97205	Direct
2015-08-17	Common Stock	M	658	$5.46	Acquired	97863	Direct
2015-08-17	Common Stock	M	749	$5.63	Acquired	98612	Direct
2015-08-17	Common Stock	M	341	$5.63	Acquired	98953	Direct
2015-08-17	Common Stock	M	6221	$8.76	Acquired	105174	Direct
2015-08-17	Common Stock	S	13065	$12.2622	Disposed	92109	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-16	Employee Stock Option (right to buy)	$7.31	M	3999	Disposed	2022-02-01	Common Stock (1982)	Direct
2016-02-16	Employee Stock Option (right to buy)	$5.46	M	1097	Disposed	2023-02-01	Common Stock (9730)	Direct
2016-02-16	Employee Stock Option (right to buy)	$5.46	M	658	Disposed	2023-02-01	Common Stock (5838)	Direct
2016-02-16	Employee Stock Option (right to buy)	$5.63	M	749	Disposed	2020-08-02	Common Stock (969)	Direct
2016-02-16	Employee Stock Option (right to buy)	$5.63	M	341	Disposed	2021-02-01	Common Stock (442)	Direct
2016-02-16	Employee Stock Option (right to buy)	$8.76	M	6221	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 March 6, 2015.

F2: The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $12.05 to $12.37. 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.