SEC Form 4 · accession 0001209191-17-007707

RAMBUS INC · RMBS

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

Reporting owner

Laura Stark

Officer — SVP, GM ESD

Period of report

Feb 1, 2017

Accepted (ET)

Feb 3, 2017 · 5:05 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
Common Stock	Feb 1, 2017	F	2,667	$12.80	D	161,154	D
Common Stock^F1	Feb 1, 2017	A	24,388	$0.00	A	185,542	D
Common Stock^F2	Feb 1, 2017	A	28,432	$0.00	A	213,974	D
Common Stock	Feb 2, 2017	F	1,595	$12.67	D	212,379	D
Common Stock	Feb 2, 2017	M	884	$8.55	A	213,263	D
Common Stock	Feb 2, 2017	M	1,333	$7.31	A	214,596	D
Common Stock	Feb 2, 2017	M	1,238	$5.46	A	215,834	D
Common Stock	Feb 2, 2017	M	555	$8.76	A	216,389	D
Common Stock^F4	Feb 2, 2017	S	4,010	$12.71	D	212,379	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)^F5	$12.80	Feb 1, 2017	A	38,202	A	Aug 1, 2017	Feb 1, 2027	Common Stock	38,202	38,202	D
Employee stock option (right to buy)^F6	$8.55	Feb 2, 2017	M	884	A	Aug 2, 2009	Feb 2, 2019	Common Stock	884	18,581	D
Employee stock option (right to buy)^F7	$7.31	Feb 2, 2017	M	1,333	A	Aug 1, 2012	Feb 1, 2022	Common Stock	1,333	28,000	D
Employee stock option (right to buy)^F8	$5.46	Feb 2, 2017	M	1,238	A	Aug 1, 2013	Feb 1, 2023	Common Stock	1,238	38,857	D
Employee stock option (right to buy)^F9	$8.76	Feb 2, 2017	M	555	A	Aug 3, 2014	Feb 3, 2024	Common Stock	555	45,000	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, 2018.
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 1, 2019 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 vest date.
F3The sales reported on this Form 4 are pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 5, 2016.
F4All shares were sold at an exact sale price of $12.71.
F5One tenth of the shares subject to the option vest on August 1, 2017 and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2021.
F6Ten percent of the shares subject to the option vested on August 2, 2009 and the remaining shares vested monthly thereafter until fully vested on February 2, 2014.
F7Ten percent of the shares subject to the option vested on August 1, 2012 and the remaining shares vested monthly thereafter until fully vested on February 1, 2016.
F8Ten percent of the shares subject to the option vested on August 1, 2013 and the remaining shares vested monthly thereafter until fully vested on February 1, 2017.
F9Ten percent of the shares subject to the option vested on August 3, 2014 and the remaining shares vested monthly thereafter until fully vested on February 3, 2018.

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.