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Form 4 RAMBUS INC For: Feb 01 Filed by: STARK LAURA

February 3, 2016 6:14 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
STARK LAURA

(Last) (First) (Middle)
1050 ENTERPRISE WAY, SUITE 700

(Street)
SUNNYVALE CA 94089

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RAMBUS INC [ RMBS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, GM ESD
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/01/2016   F   548 D $ 12.31 135,860 D  
Common Stock 02/01/2016   A   24,364 (1) A $ 0 160,224 D  
Common Stock 02/02/2016   F   1,752 D $ 11.91 158,472 D  
Common Stock 02/02/2016   A   17,000 (2) A $ 0 175,472 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) $ 12.31 02/01/2016   A   26,800   08/01/2016 (3) 02/01/2026 Common Stock 26,800 $ 0 26,800 D  
Explanation of Responses:
1. 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, 2017 or the first business trading day thereafter.
2. Shares are represented by performance stock units. Each performance stock unit represents a contingent right to receive one share of RMBS common stock. The performance stock units vest in full on February 2, 2018 based upon assessed achievement of the Company's targeted pro forma operating margin for Fiscal Year 2015 and continued service to the Company through the vest date.
3. One tenth of the shares subject to the option vest on August 1, 2016 and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2020.
Remarks:
Transactions reported in Table 1, Code F reflect securities withheld to cover the tax liability for restricted stock units that vested on the respective transaction dates reported.
/s/William Krause, by power of attorney 02/03/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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