RAMBUS INC — Major Shareholding Notification 2010

Jan 27, 2010

| SECURITIES
AND EXCHANGE COMMISSION WASHINGTON,
D.C. 20549 ___ | |
| --- | --- |
| SCHEDULE
13G (RULE
13d-102) | |
| INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2 _ | |
| (Amendment
No. ) | |
| RAMBUS
INC. | |
| (Name
of Issuer) | |
| Common
Stock | 750917106 |
| (Title
of class of securities) | (CUSIP
number) |
| January
19, 2010 | |
| (Date
of Event Which Requires Filing of this Statement) Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed: o Rule 13d-1(b) x Rule
13d-1(c) o Rule 13d-1(d) | |
| ____ | |
| The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page. | |
| The
information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes). | |
| Continued
on Following Pages Page
1 | |

CUSIP No. 750917106 13G Page 2 of 6

| 1 — 2 | NAME
OF REPORTING
PERSON SAMSUNG ELECTRONICS CO.,
LTD. — CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) | | (a) | ¨ |
| --- | --- | --- | --- | --- |
| | | | (b) | ¨ |
| 3 | SEC
USE ONLY | | | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION KOREA | | | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER | 9,576,250* | |
| | 6 | SHARED
VOTING POWER | 0 | |
| | 7 | SOLE
DISPOSITIVE POWER | 9,576,250 | |
| | 8 | SHARED
DISPOSITIVE POWER | 0 | |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | 9,576,250 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions) | | [ ] | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 8.3% | | | |
| 12 | TYPE
OF REPORTING PERSON (See
Instructions) CO | | | |

• SEE ITEM 4 ON THE FOLLOWING PAGES

CUSIP No. 750917106 13G Page 3 of 6

ITEM 1. NAME OF ISSUER AND ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

(a) – (b) This Statement on Schedule 13G relates to the common stock, par value $0.001 per share (“Common Stock”), of Rambus Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 4440 El Camino Real, Los Altos, California 94022.

ITEM 2. NAME OF PERSON FILING

(a) Name of Person Filing: Samsung Electronics Co., Ltd. (the “Reporting Person”)

(b) Address of Principal Business Office:

1320-10 Samsung Electronics Building

Seocho-Ku, Seocho2-Dong

Seoul 137-857 Korea

(c) Citizenship: The Reporting Person is a corporation organized under the laws of Korea.

(d) and (e) For information with respect to the title of class of securities and CUSIP number, see the cover page and Item 1 above.

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:

(a) [ ] Broker or dealer registered under Section 15 of the Act;

(b) [ ] Bank as defined in Section 3(a)(6) of the Act;

(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act;

(d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940;

(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j) [ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

CUSIP No. 750917106 13G Page 4 of 6

(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ___

Not applicable.

ITEM 4. OWNERSHIP

(a) – (c) The response of the Reporting Person to Items 5 through 11 of the cover page hereto is incorporated herein by reference. The percentage ownership of the Reporting Person is based on an aggregate of 114,994,293 shares of Common Stock outstanding, consisting of (i) 105,418,043 shares of Common Stock outstanding as of September 30, 2009 (as reported by the Issuer in its Report on Form 10-Q for the quarterly period ended September 30, 2009) and (ii) 9,576,250 shares of Common Stock issued to the Reporting Person (the “Shares”) under a Stock Purchase Agreement, dated as of January 19, 2010, between the Issuer and the Reporting Person (the “Agreement”). Pursuant to the Agreement, among other things, the Reporting Person agreed with the Issuer as to how the Shares shall be voted by the Reporting Person and as to certain restrictions on dispositions of Shares by the Reporting Person, in each case, for certain periods and as otherwise provided in the Agreement.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

Not applicable.

CUSIP No. 750917106 13G Page 5 of 6

ITEM 10. CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Remainder of page intentionally left blank]

CUSIP No. 750917106 13G Page 6 of 6

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Date: January
26, 2010 | | |
| --- | --- | --- |
| SAMSUNG
ELECTRONICS CO., LTD. | | |
| By: | /s/ Jay
Shim | |
| | Name: | Jay
Shim |
| | Title: | Vice
President/General Manager &
General Patent Counsel Intellectual
Property Team |