SEC Form 4 · accession 0000899243-18-002956
RAMBUS INC · RMBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald D Black
Officer — President & CEO · Director
Period of report
Feb 1, 2018
Accepted (ET)
Feb 5, 2018 · 7:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000917273
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 1, 2018 | F | 13,427 | $12.84 | D | 788,419 | D | |
| Common StockF2 | Feb 1, 2018 | A | 57,813 | $0.00 | A | 846,232 | D | |
| Common StockF3 | Feb 1, 2018 | A | 213,057 | $0.00 | A | 1,059,289 | D | |
| Common Stock | Feb 2, 2018 | F | 82,918 | $12.72 | D | 976,371 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee stock option (right to buy)F4 | $12.84 | Feb 1, 2018 | A | 217,755 | A | — | Feb 1, 2028 | Common Stock | 217,755 | 217,755 | D |
Explanation of responses
- F1The shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units, or RSUs.
- F2The shares are represented by RSUs which vest in four equal annual installments beginning on February 1, 2019 or the first business trading day thereafter. Each RSU represents a contingent right to receive one share of RMBS common stock.
- F3The shares are represented by performance restricted stock units, or PRSUs, all of which vest on February 1, 2020 based upon assessed achievement of the Company's targeted pro forma operating margin for fiscal year 2016 and continued service to the Company through the vesting date. Each PRSU represents a contingent right to receive one share of RMBS common stock.
- F4One-tenth of the shares subject to the option vest on August 1, 2018 and the remaining shares vest in equal monthly installments until fully vested on February 1, 2022.