Rambus (RMBS) Form 4 RAMBUS / Jae Kim ownership change

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^*

Kim Jae

(Last) (First) (Middle)

1050 ENTERPRISE WAY, SUITE 700

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RAMBUS INC [ RMBS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2016

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

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

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/17/2015		M		3,999	A	$7.31	96,108	D
Common Stock	08/17/2015		M		1,097	A	$5.46	97,205	D
Common Stock	08/17/2015		M		658	A	$5.46	97,863	D
Common Stock	08/17/2015		M		749	A	$5.63	98,612	D
Common Stock	08/17/2015		M		341	A	$5.63	98,953	D
Common Stock	08/17/2015		M		6,221	A	$8.76	105,174	D
Common Stock	08/17/2015		S(1)		13,065	D	$12.2622(2)	92,109	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$7.31	02/16/2016		M			3,999	(3)	02/01/2022	Common Stock	1,982	$0.00	1,982	D
Employee Stock Option (right to buy)	$5.46	02/16/2016		M			1,097	(4)	02/01/2023	Common Stock	9,730	$0.00	9,730	D
Employee Stock Option (right to buy)	$5.46	02/16/2016		M			658	(4)	02/01/2023	Common Stock	5,838	$0.00	5,838	D
Employee Stock Option (right to buy)	$5.63	02/16/2016		M			749	(5)	08/02/2020	Common Stock	969	$0.00	969	D
Employee Stock Option (right to buy)	$5.63	02/16/2016		M			341	(5)	02/01/2021	Common Stock	442	$0.00	442	D
Employee Stock Option (right to buy)	$8.76	02/16/2016		M			6,221	(6)	02/03/2024	Common Stock	29,078	$0.00	29,078	D

Explanation of Responses:

1. The sales reported on this Form 4 are pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 6, 2015.

2. The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $12.05 to $12.37. Upon request by the Commission Staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

3. 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.

4. 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.

5. One-third of the shares subject to the option vested on June 22, 2013 and the remaining shares vested monthly thereafter until fully vested on June 22, 2015.

6. 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:

	/s/ William Krause, by power of attorney	02/16/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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