Sec Form 4 Filing - Wang Feng-Ming @ AMBARELLA INC - 2021-03-16

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 Wang Feng-Ming 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 X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 3101 JAY STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2021 (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 03/16/2021 M 83,554 A 641,827 ( 2 ) D Ordinary Shares 03/16/2021 S 41,838 D $ 112 599,989 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 ) 03/16/2021 M 83,334 ( 3 ) 03/15/2021( 3 ) Ordinary Shares 83,334 $ 0 0 D Restricted Stock Units ( 1 ) 03/16/2021 M 3,472 ( 4 ) 06/15/2021( 4 ) Ordinary Shares 3,472 $ 0 3,473 D Restricted Stock Units ( 1 ) 03/16/2021 M 3,573 ( 5 ) 03/15/2022( 5 ) Ordinary Shares 3,573 $ 0 14,291 D Restricted Stock Units ( 1 ) 03/16/2021 M 3,592 ( 6 ) 03/15/2023( 6 ) Ordinary Shares 3,592 $ 0 28,740 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wang Feng-Ming 3101 JAY STREET SANTA CLARA, CA95054 X CEO Signatures By: /s/ Michael Morehead, Attorney-in-Fact For: Feng-Ming Wang 03/18/2021 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 238 shares acquired under the Company's employee stock purchase plan on March 15, 2021. ( 3 )On June 7, 2018, reporting person was granted an RSU award covering a target of 41,667 ordinary shares (the "Target RSU Number"), subject to satisfaction of predetermined, performance-based vesting criteria that could result in 0% to 200% of the Target RSU Number becoming eligible to vest, subject to certain adjustments. On February 28, 2019, the Company's Board of Directors determined the performance criteria had been satisfied at a level that resulted in 200% of the Target RSU Number becoming eligible for time-based vesting. Pursuant to time-based vesting requirements, the award would vest on March 15, 2021, subject to possible adjustment based on a total stockholder return ("TSR") performance metric for the period February 1, 2018 to January 31, 2021 (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% of the Target RSU Number. A total of 72,917 ordinary shares were delivered to reporting person. ( 4 )The restricted stock units vest at the rate of 1/12 per quarter commencing on June 15, 2018. ( 5 )The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2019. ( 6 )The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2020.

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