Sec Form 4 Filing - VERHALEN ANDREW W @ AMBARELLA INC - 2013-09-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person VERHALEN ANDREW W 2. Issuer Name and Ticker or Trading Symbol AMBARELLA INC [ AMBA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 260 HOMER AVENUE, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 09/26/2013 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Ordinary Shares 09/26/2013 J( 1 ) 1,000,000 D $ 0 938,363 I See Footnote ( 2 ) Ordinary Shares 09/26/2013 J( 1 ) 26,515 A $ 0 66,760 D Ordinary Shares 09/26/2013 J( 1 ) 2,234 A $ 0 3,694 I By Nicole Brownstone Verhalen 1997 Trust Ordinary Shares 09/26/2013 S 1,847 D $ 19.2809 ( 3 ) 1,847 I By Nicole Brownstone Verhalen 1997 Trust Ordinary Shares 09/26/2013 J( 1 ) 2,234 A $ 0 3,694 I By Sara Rose Verhalen 1997 Trust Ordinary Shares 09/26/2013 S 1,847 D $ 19.2809 ( 3 ) 1,847 I By Sara Rose Verhalen 1997 Trust Ordinary Shares 09/26/2013 J( 1 ) 8,936 A $ 0 14,775 I By Verhalen Brownstone Family Partners Ordinary Shares 09/26/2013 S 14,775 D $ 19.099 ( 4 ) 0 I By Verhalen Brownstone Family Partners

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VERHALEN ANDREW W 260 HOMER AVENUE, SUITE 201 PALO ALTO, CA94301 X Signatures /s/ Andrew Verhalen 09/27/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata, in-kind distribution by Matrix Partners VII, L.P., without consideration, to its partners. ( 2 )Includes 938,363 shares held by Matrix Partners VII, L.P. Mr. Verhalen is a managing member of Matrix VII Management Co., L.L.C., which is the general partner of Matrix Partners VII, L.P. Mr. Verhalen disclaims beneficial ownership of the Matrix VII, L.P. shares except to the extent of any pecuniary interest therein. ( 3 )The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $19.16 to $19.52 per share. 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 within the ranges set forth in footnote (3) to this Form 4. ( 4 )The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $19.05 to $19.52 per share. 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 within the ranges set forth in footnote (4) to this Form 4.

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).

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