SEC Form 4 · accession 0001179110-15-001858

RAMBUS INC · RMBS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Satish Rishi

Officer — SVP Finance, CFO

Period of report

Feb 2, 2015

Accepted (ET)

Feb 4, 2015 · 6:04 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 2, 2015	F	1,533	$11.26	D	143,279	D
Common Stock^F1	Feb 2, 2015	A	16,000	$0.00	A	159,279	D
Common Stock^F2	holding	—	—		—	3,000	I	See Footnote
Common Stock^F3	holding	—	—		—	700	I	See Footnote

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	$11.26	Feb 2, 2015	A	17,500	A	Aug 2, 2015	Feb 2, 2025	Common Stock	17,500	17,500	D

Explanation of responses

F1Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Rambus Inc. common stock. The restricted stock units vest in four equal annual installments beginning on February 2, 2016 or the first business trading thereafter.
F2Shares held directly by the Satish & Maureen P. Rishi Family Trust A/A DTD 9/23/1997 for which the Reporting Person serves as a trustee.
F3Shares held directly by the Reporting Person as a custodian for his minor child.
F4One tenth of the shares subject to the option vest on August 2, 2015 and the remaining shares vest in equal monthly installments until they are fully vested on February 2, 2019.

Remarks

Transaction reported in Table 1, Code F reflects securities withheld to cover the tax liability for restricted stock units that vested on the respective transaction date reported.