Sec Form 4 Filing - Day Christopher @ AMBARELLA INC - 2020-03-17

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
Day Christopher
2. Issuer Name and Ticker or Trading Symbol
AMBARELLA INC [ AMBA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Marketing
(Last) (First) (Middle)
3101 JAY STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2020
(Street)
SANTA CLARA, CA95054
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 03/17/2020 M 4,698 A 9,922 ( 2 ) D
Ordinary Shares 03/17/2020 S( 3 ) 2,113 D $ 38.988 7,809 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 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
Restricted Stock Units ( 1 ) 03/17/2020 M 3,758 ( 4 ) 03/15/2020( 4 ) Ordinary Shares 3,758 $ 0 0 D
Restricted Stock Units ( 1 ) 03/17/2020 M 1,211 ( 5 ) 06/15/2021( 5 ) Ordinary Shares 1,211 $ 0 6,056 D
Restricted Stock Units ( 1 ) 03/17/2020 M 668 ( 6 ) 03/15/2022( 6 ) Ordinary Shares 668 $ 0 5,341 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Day Christopher
3101 JAY STREET
SANTA CLARA, CA95054
VP, Marketing
Signatures
By: /s/ Michael Morehead, Attorney-in-Fact For: Christopher Day 03/19/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.
( 2 )Includes 193 shares acquired under the Company's employee stock purchase plan on March 16, 2020.
( 3 )Shares sold to pay tax obligations resulting from the vesting of restricted stock units.
( 4 )On March 28, 2017, reporting person was granted an RSU award covering a target of 3,758 ordinary shares (the "Target RSU Number"), subject to satisfaction of predetermined, performance-based vesting criteria that could result in 0% - 150% of the Target RSU Number becoming eligible to vest, subject to certain adjustments. On February 26, 2018, the Company's Board of Directors determined the performance criteria for the RSUs had been satisfied at a level that resulted in 100% of the Target RSU Number becoming eligible for time-based vesting. Pursuant to time-based vesting requirements, 100% of the award would vest on March 15, 2020, subject to possible adjustment based on a total stockholder return ("TSR") performance metric covering the period of February 1, 2017 to January 31, 2020 (the "TSR Period"). As a result of the Company's TSR performance over the TSR Period, the RSUs eligible to vest were reduced by 25%. A total of 2,819 ordinary shares were delivered to reporting person.
( 5 )The restricted stock units vest at the rate of 1/12 per quarter commencing on June 15, 2018.
( 6 )The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2019.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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