RAMBUS INC — Director's Dealing 2021

Feb 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAMBUS INC (RMBS)
CIK: 0000917273
Period of Report: 2021-02-01

Reporting Person: Seraphin Luc (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-01	Common Stock	F	21162	$19.52	Disposed	186849	Direct
2021-02-01	Common Stock	A	15387	$0.00	Acquired	202236	Direct
2021-02-01	Common Stock	A	73770	$0.00	Acquired	276006	Direct
2021-02-02	Common Stock	S	36366	$19.3408	Disposed	239640	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 performance restricted stock units, or PRSUs, all of which vest on February 1, 2021 based upon assessed achievement of the Company's performance metrics and continued service to the Company through the vesting date. Each PRSU represents a contingent right to receive one share of RMBS common stock.

F3: The shares are represented by RSUs which vest in four equal annual installments beginning on February 1, 2022 or the first business trading day thereafter. Each RSU represents a contingent right to receive one share of RMBS common stock.

F4: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on February 21, 2020.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.31 to
$19.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and
Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.