RAMBUS INC — Director's Dealing 2017

Feb 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2017-02-01

Reporting Person: STARK LAURA (SVP, GM ESD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-01	Common Stock	F	2667	$12.80	Disposed	161154	Direct
2017-02-01	Common Stock	A	24388	$0.00	Acquired	185542	Direct
2017-02-01	Common Stock	A	28432	$0.00	Acquired	213974	Direct
2017-02-02	Common Stock	F	1595	$12.67	Disposed	212379	Direct
2017-02-02	Common Stock	M	884	$8.55	Acquired	213263	Direct
2017-02-02	Common Stock	M	1333	$7.31	Acquired	214596	Direct
2017-02-02	Common Stock	M	1238	$5.46	Acquired	215834	Direct
2017-02-02	Common Stock	M	555	$8.76	Acquired	216389	Direct
2017-02-02	Common Stock	S	4010	$12.71	Disposed	212379	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-01	Employee stock option (right to buy)	$12.80	A	38202	Acquired	2027-02-01	Common Stock (38202)	Direct
2017-02-02	Employee stock option (right to buy)	$8.55	M	884	Acquired	2019-02-02	Common Stock (884)	Direct
2017-02-02	Employee stock option (right to buy)	$7.31	M	1333	Acquired	2022-02-01	Common Stock (1333)	Direct
2017-02-02	Employee stock option (right to buy)	$5.46	M	1238	Acquired	2023-02-01	Common Stock (1238)	Direct
2017-02-02	Employee stock option (right to buy)	$8.76	M	555	Acquired	2024-02-03	Common Stock (555)	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, 2018.

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 1, 2019 based upon assessed achievement of the Company's targeted pro forma operating margin for Fiscal Year 2016 and continued service to the Company through the vest date.

F3: 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.

F4: All shares were sold at an exact sale price of $12.71.

F5: One tenth of the shares subject to the option vest on August 1, 2017 and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2021.

F6: 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.

F7: 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.

F8: 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.

F9: 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.