Sec Form 4 Filing - EICHLER KEVIN C @ AMBARELLA INC - 2020-06-16

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
EICHLER KEVIN C
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)
CFO
(Last) (First) (Middle)
3101 JAY STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2020
(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 06/16/2020 M 8,630 A 36,489 D
Ordinary Shares 06/16/2020 S( 2 ) 3,101 D $ 52.1312 33,388 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 ) 06/16/2020 M 1,187 ( 3 ) 03/15/2022( 3 ) Ordinary Shares 1,187 $ 0 8,308 D
Restricted Stock Units ( 1 ) 06/16/2020 M 6,250 ( 4 ) 09/15/2022( 4 ) Ordinary Shares 6,250 $ 0 56,250 D
Restricted Stock Units ( 1 ) 06/16/2020 M 1,193 ( 5 ) 03/15/2023( 5 ) Ordinary Shares 1,193 $ 0 13,127 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EICHLER KEVIN C
3101 JAY STREET
SANTA CLARA, CA95054
CFO
Signatures
By: /s/ Michael Morehead, Attorney-in-Fact For: Kevin C. Eichler 06/18/2020
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 )Shares sold to pay tax obligations resulting from the vesting of restricted stock units.
( 3 )The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2019.
( 4 )The RSUs vest as to 1/4 of the RSUs on September 15, 2019 and 1/16 of the RSUs will vest each three months thereafter such that the RSUs are 100% vested on September 15, 2022.
( 5 )The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2020.

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