RAMBUS INC — Director's Dealing 2021

Feb 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: MATHUR RAHUL (SVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-01	Common Stock	F	14154	$19.52	Disposed	201945	Direct
2021-02-01	Common Stock	A	13767	$0.00	Acquired	215712	Direct
2021-02-01	Common Stock	A	30737	$0.00	Acquired	246449	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: Includes an exempt transaction of 1,794 shares acquired through the Rambus Inc. 2015 Employee Stock Purchase plan.

F3: 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.

F4: 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.