RAMBUS INC — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2017-02-21

Reporting Person: Kim Jae (SVP & GC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Stock	M	495	$7.31	Acquired	120898	Direct
2017-02-21	Common Stock	M	2432	$5.46	Acquired	123330	Direct
2017-02-21	Common Stock	M	1459	$5.46	Acquired	124789	Direct
2017-02-21	Common Stock	M	242	$5.63	Acquired	125031	Direct
2017-02-21	Common Stock	M	110	$5.63	Acquired	125141	Direct
2017-02-21	Common Stock	M	4335	$8.76	Acquired	129476	Direct
2017-02-21	Common Stock	S	9845	$12.6476	Disposed	119631	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-21	Employee Stock Option (right to buy)	$7.31	M	495	Disposed	2022-02-01	Common Stock (990)	Direct
2017-02-21	Employee Stock Option (right to buy)	$5.46	M	2432	Disposed	2023-02-01	Common Stock (4864)	Direct
2017-02-21	Employee Stock Option (right to buy)	$5.46	M	1459	Disposed	2023-02-01	Common Stock (2918)	Direct
2017-02-21	Employee Stock Option (right to buy)	$5.63	M	242	Disposed	2020-08-02	Common Stock (485)	Direct
2017-02-21	Employee Stock Option (right to buy)	$5.63	M	110	Disposed	2021-02-01	Common Stock (220)	Direct
2017-02-21	Employee Stock Option (right to buy)	$8.76	M	4335	Disposed	2024-02-03	Common Stock (20408)	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 $12.60 to $12.70. 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.