RAMBUS INC — Director's Dealing 2018

Feb 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2018-02-01

Reporting Person: STARK LAURA (SVP, GM ESD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-01	Common Stock	F	4557	$12.84	Disposed	194651	Direct
2018-02-01	Common Stock	A	20766	$0.00	Acquired	215417	Direct
2018-02-01	Common Stock	A	27436	$0.00	Acquired	242853	Direct
2018-02-02	Common Stock	F	7263	$12.72	Disposed	235590	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-01	Employee stock option (right to buy)	$12.84	A	39108	Acquired	2028-02-01	Common Stock (39108)	Direct

Footnotes

F1: The shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units, or RSUs.

F2: The shares are represented by RSUs which vest in four equal annual installments beginning on February 1, 2019 or the first business trading day thereafter. Each RSU represents a contingent right to receive one share of RMBS common stock.

F3: The shares are represented by performance restricted stock units, or PRSUs, all of which vest on February 1, 2020 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 vesting date. Each PRSU represents a contingent right to receive one share of RMBS common stock.

F4: One-tenth of the shares subject to the option vest on August 1, 2018 and the remaining shares vest in equal monthly installments until fully vested on February 1, 2022.