SEC Form 4 · accession 0001209191-16-095465
RAMBUS INC · RMBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jae Kim
Officer — SVP & GC
Period of report
Feb 1, 2016
Accepted (ET)
Feb 3, 2016 · 6:10 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, 2016 | F | 986 | $12.31 | D | 63,356 | D | |
| Common StockF1 | Feb 1, 2016 | A | 16,364 | $0.00 | A | 79,720 | D | |
| Common Stock | Feb 2, 2016 | F | 1,423 | $11.91 | D | 78,297 | D | |
| Common StockF2 | Feb 2, 2016 | A | 13,812 | $0.00 | A | 92,109 | 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)F3 | $12.31 | Feb 1, 2016 | A | 18,000 | A | Aug 1, 2016 | Feb 1, 2026 | Common Stock | 18,000 | 18,000 | D |
Explanation of responses
- F1Shares 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.
- F2Shares 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.
- F3One 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
Transaction 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.