Ambarella Form 4 Change in insider ownership

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^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMBARELLA INC [ AMBA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares⁽¹⁾	03/25/2020		S		1	D	$48.44	43,899	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		200	D	$46.75	43,699	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		200	D	$48.13	43,499	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$47.02	43,399	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48.1	43,299	I	Through Subsidiary⁽¹⁾⁽²⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$47.78	43,199	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48.69	43,099	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48.08	42,999	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48.02	42,899	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		300	D	$47.78	42,599	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$46.83	42,499	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		300	D	$47.95	42,199	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48.47	42,099	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$47.1	41,999	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$47.83	41,899	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48.6	41,799	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48.88	41,699	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$47.25	41,599	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$47.77	41,499	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48.71	41,399	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		200	D	$47.95	41,199	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48.57	41,099	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48.98	40,999	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48.54	40,899	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$47.09	40,799	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$47.85	40,699	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$47.95	40,599	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48.44	40,499	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$48	40,399	I	Through Subsidiary⁽²⁾⁽³⁾
Common Shares⁽¹⁾	03/25/2020		S		100	D	$47.95	40,299	I	Through Subsidiary⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Option (right to acquire)⁽¹⁾	$70	03/27/2020		S			3,126⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	312,600	$0.7	0	I	Through Subsidiary⁽²⁾⁽³⁾
Call Option (right to acquire)⁽¹⁾	$75	03/27/2020		S			1,006⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	100,600	$0.58	244	I	Through Subsidiary⁽²⁾⁽³⁾
Call Option (right to acquire)⁽¹⁾	$75	03/27/2020		S			53⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	5,300	$0.53	191	I	Through Subsidiary⁽²⁾⁽³⁾
Call Option (right to acquire)⁽¹⁾	$75	03/27/2020		S			41⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	4,100	$0.53	150	I	Through Subsidiary⁽²⁾⁽³⁾
Call Option (right to acquire)⁽¹⁾	$75	03/27/2020		S			41⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	4,100	$0.54	109	I	Through Subsidiary⁽²⁾⁽³⁾
Call Option (right to acquire)⁽¹⁾	$75	03/27/2020		S			32⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	3,200	$0.55	77	I	Through Subsidiary⁽²⁾
Call Option (right to acquire)⁽¹⁾	$75	03/27/2020		S			23⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	2,300	$0.53	54	I	Through Subsidiary⁽²⁾⁽³⁾
Call Option (right to acquire)⁽¹⁾	$75	03/27/2020		S			18⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	1,800	$0.55	36	I	Through Subsidiary⁽²⁾⁽³⁾
Call Option (right to acquire)⁽¹⁾	$75	03/27/2020		S			11⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	1,100	$0.55	25	I	Through Subsidiary⁽²⁾⁽³⁾
Call Option (right to acquire)⁽¹⁾	$75	03/27/2020		S			7⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	700	$0.53	18	I	Through Subsidiary⁽²⁾⁽³⁾
Call Option (right to acquire)⁽¹⁾	$75	03/27/2020		S			6⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	600	$0.53	12	I	Through Subsidiary⁽²⁾⁽³⁾
Call Option (right to acquire)⁽¹⁾	$75	03/27/2020		S			6⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	600	$0.55	6	I	Through Subsidiary⁽²⁾⁽³⁾
Call Option (right to acquire)⁽¹⁾	$75	03/27/2020		S			6⁽⁴⁾	⁽⁵⁾	06/20/2020	Common Shares	600	$0.55	0	I	Through Subsidiary⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GOLDMAN SACHS & CO. LLC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Explanation of Responses:

1. The amount of profit recoverable by the Issuer from the reported transactions has been remitted to the Issuer.

2. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs & Co. LLC. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. On March 27, 2020, the Reporting Persons ceased to be a greater than 10% beneficial owner of the Issuer's Common Shares.

3. GS Group may be deemed to beneficially own indirectly the Common Shares by reason of Goldman Sachs' direct beneficial ownership.

4. Each option contract represents 100 Common Shares.

5. Each option contract is exercisable immediately, American-style.

Remarks:

Balance of trades included in attached schedule. (See Exhibit 99)

	/s/ Nathan R. Burby	04/07/2020
	/s/ Nathan R. Burby	04/07/2020
	** 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.

Ambarella (AMBA) Form 4Change in insider ownership