Sec Form 4 Filing - STARK LAURA @ RAMBUS INC - 2016-04-06

Insider filing report for Changes in Beneficial Ownership
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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
STARK LAURA
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, GM ESD
(Last) (First) (Middle)
1050 ENTERPRISE WAY, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
04/06/2016
(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 04/06/2016 M 884 A $ 8.55 175,112 D
Common Stock 04/06/2016 M 1,333 A $ 7.31 176,445 D
Common Stock 04/06/2016 M 1,238 A $ 5.46 177,683 D
Common Stock 04/06/2016 M 555 A $ 8.76 178,238 D
Common Stock 04/06/2016 S( 1 ) 5,229 D $ 13.4151 ( 2 ) 173,009 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 (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 Secur ities
(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) $ 8.55 04/06/2016 M 884 ( 3 ) 02/02/2019 Common Stock 884 $ 0 24,769 D
Employee Stock Option (right to buy) $ 7.31 04/06/2016 M 1,333 ( 4 ) 02/01/2022 Common Stock 1,333 $ 0 37,331 D
Employee Stock Option (right to buy) $ 5.46 04/06/2016 M 1,238 ( 5 ) 02/01/2023 Common Stock 1,238 $ 0 47,523 D
Employee Stock Option (right to buy) $ 8.76 04/06/2016 M 555 ( 6 ) 02/03/2024 Common Stock 555 $ 0 48,885 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STARK LAURA
1050 ENTERPRISE WAY, SUITE 700
SUNNYVALE, CA94089
SVP, GM ESD
Signatures
/s/ William Krause, by power of attorney 04/07/2016
Signature of Reporting Person Date
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 February 5, 2016.
( 2 )The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $13.35 to $13.51. 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 2, 2009 and the remaining shares vested monthly thereafter until fully vested on February 2, 2014.
( 4 )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.
( 5 )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.
( 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.

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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