SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol RAMBUS INC [ RMBS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/01/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/01/2017 | F | 2,667 | D | $12.8 | 161,154 | D | |||
Common Stock | 02/01/2017 | A | 24,388(1) | A | $0.00 | 185,542 | D | |||
Common Stock | 02/01/2017 | A | 28,432(2) | A | $0.00 | 213,974 | D | |||
Common Stock | 02/02/2017 | F | 1,595 | D | $12.67 | 212,379 | D | |||
Common Stock | 02/02/2017 | M | 884 | A | $8.55 | 213,263 | D | |||
Common Stock | 02/02/2017 | M | 1,333 | A | $7.31 | 214,596 | D | |||
Common Stock | 02/02/2017 | M | 1,238 | A | $5.46 | 215,834 | D | |||
Common Stock | 02/02/2017 | M | 555 | A | $8.76 | 216,389 | D | |||
Common Stock | 02/02/2017 | S(3) | 4,010 | D | $12.71(4) | 212,379 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee stock option (right to buy) | $12.8 | 02/01/2017 | A | 38,202 | 08/01/2017(5) | 02/01/2027 | Common Stock | 38,202 | $0.00 | 38,202 | D | ||||
Employee stock option (right to buy) | $8.55 | 02/02/2017 | M | 884 | 08/02/2009(6) | 02/02/2019 | Common Stock | 884 | $0.00 | 18,581 | D | ||||
Employee stock option (right to buy) | $7.31 | 02/02/2017 | M | 1,333 | 08/01/2012(7) | 02/01/2022 | Common Stock | 1,333 | $0.00 | 28,000 | D | ||||
Employee stock option (right to buy) | $5.46 | 02/02/2017 | M | 1,238 | 08/01/2013(8) | 02/01/2023 | Common Stock | 1,238 | $0.00 | 38,857 | D | ||||
Employee stock option (right to buy) | $8.76 | 02/02/2017 | M | 555 | 08/03/2014(9) | 02/03/2024 | Common Stock | 555 | $0.00 | 45,000 | D |
Explanation of Responses: |
1. Shares 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. |
2. Shares 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. |
3. The sales reported on this Form 4 are pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 5, 2016. |
4. All shares were sold at an exact sale price of $12.71. |
5. One 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. |
6. Ten 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. |
7. Ten 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. |
8. Ten 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. |
9. Ten 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. |
/s/William Krause, by power of attorney | 02/03/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |