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: BLACK RONALD D (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-01	Common Stock	F	9103	$12.80	Disposed	350138	Direct
2017-02-01	Common Stock	A	63128	$0.00	Acquired	413266	Direct
2017-02-01	Common Stock	A	233400	$0.00	Acquired	646666	Direct
2017-02-02	Common Stock	F	4802	$12.67	Disposed	641864	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	197753	Acquired	2027-02-01	Common Stock (197753)	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 or the first business trading day thereafter.

F2: Shares are represented by performance restricted stock units. Each performance restricted stock unit represents a contingent right to receive one share of RMBS common stock. The performance restricted 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: 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.