Sec Form 4 Filing - RISHI SATISH @ RAMBUS INC - 2016-02-01

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 RISHI SATISH 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 Finance, CFO (Last) (First) (Middle) 1050 ENTERPRISE WAY, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2016 (Street) SUNNYVALE, CA94089 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 Common Stock 02/01/2016 F 657 D $ 12.31 215,854 D Common Stock 02/01/2016 A 24,364 ( 1 ) A $ 0 240,218 D Common Stock 02/02/2016 F 1,752 D $ 11.91 238,466 D Common Stock 02/02/2016 A 17,000 ( 2 ) A $ 0 255,466 D Common Stock 3,000 I See Footnote ( 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 (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 Securitie s (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 Employee stock option (right to buy) $ 12.31 02/01/2016 A 26,800 08/01/2016( 4 ) 02/01/2026 Common Stock 26,800 $ 0 26,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RISHI SATISH 1050 ENTERPRISE WAY, SUITE 700 SUNNYVALE, CA94089 SVP Finance, CFO Signatures /s/ William Krause, by power of attorney 02/03/2016 Signature of Reporting Person Date

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, 2017 or the first business trading day thereafter. ( 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 2, 2018 based upon assessed achievement of the Company's targeted pro forma operating margin for Fiscal Year 2015 and continued service to the Company through the vest date. ( 3 )Shares held directly by the Satish & Maureen P. Rishi Family Trust A/A DTD 9/23/1997 for which the Reporting Person serves as a trustee. ( 4 )One tenth of the shares subject to the option vest on August 1, 2016 and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2020.

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.700 shares previously held by the Reporting Person as a custodian are no longer beneficially owned and are now held by his adult child.

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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