SEC Form 4 · accession 0001280263-19-000016
AMBARELLA INC · AMBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Yun-Lung Chen
Officer — VP, Business Development
Period of report
Mar 7, 2019
Accepted (ET)
Mar 11, 2019 · 6:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001280263
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Mar 8, 2019 | M | 2,037 | $3.20 | A | 27,511 | D | |
| Ordinary SharesF1 | Mar 8, 2019 | S | 6,320 | $41.2755 | D | 21,191 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F2 | $3.20 | Mar 8, 2019 | M | 2,037 | D | — | Jul 8, 2019 | Ordinary Shares | 2,037 | 0 | D |
| Performance Stock UnitsF3,F4 | — | Mar 7, 2019 | A | 8,492 | A | — | Mar 15, 2022 | Ordinary Shares | 8,492 | 8,492 | D |
| Restricted Stock UnitsF3,F5 | — | Mar 7, 2019 | A | 8,492 | A | — | Mar 15, 2022 | Ordinary Shares | 8,492 | 8,492 | D |
Explanation of responses
- F1The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $41.1150 to $41.4000 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
- F2Shares subject to the option vest monthly over four years beginning on August 1, 2009.
- F3Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.
- F4Reporting person was granted an award of performance-based RSUs covering a target of 8,492 ordinary shares (the "Target RSU Number"). Pursuant to time-based vesting requirements, 100% of this award is scheduled to vest on March 15, 2022, subject to continued service requirements through such date. In addition, the number of shares subject to the RSUs may be increased or decreased by up to 100% of the Target RSU Number or may remain the same, based on attainment of specified levels of the Company's total stockholder return over the period of February 1, 2019 through January 31, 2022.
- F5The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2019.