RAMBUS INC — Director's Dealing 2016

Feb 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2016-02-01

Reporting Person: Kim Jae (SVP & GC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock	F	986	$12.31	Disposed	63356	Direct
2016-02-01	Common Stock	A	16364	$0.00	Acquired	79720	Direct
2016-02-02	Common Stock	F	1423	$11.91	Disposed	78297	Direct
2016-02-02	Common Stock	A	13812	$0.00	Acquired	92109	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Employee stock option (right to buy)	$12.31	A	18000	Acquired	2026-02-01	Common Stock (18000)	Direct

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. The restricted stock units vest in four equal annual installments beginning on February 1, 2017 or the first business trading day thereafter.

F2: Shares are represented by performance stock units. Each performance stock unit represents a contingent right to receive one share of RMBS common stock. The performance stock units vest in full on February 2, 2018 based upon assessed achievement of the Company's targeted pro forma operating margin for Fiscal Year 2015 and continued service to the Company through the vest date.

F3: One tenth of the shares subject to the option vest on August 1, 2016 and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2020.