Sec Form 4 Filing - Kohn Leslie @ AMBARELLA INC - 2022-03-16

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 Kohn Leslie 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) Chief Technology Officer (Last) (First) (Middle) 3101 JAY STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2022 (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 03/16/2022 M 77,827 A 939,166 D Ordinary Shares 03/16/2022 S 38,098( 2 ) D $ 91.2 901,068 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 Performance Stock Units ( 1 ) 03/16/2022 M 35,604 ( 3 ) 03/15/2022( 3 ) Ordinary Shares 35,604 $ 0 0 D Restricted Stock Units ( 1 ) 03/16/2022 M 2,967 ( 4 ) 03/15/2022( 4 ) Ordinary Shares 2,967 $ 0 0 D Restricted Stock Units ( 1 ) 03/16/2022 M 2,735 ( 5 ) 03/15/2023( 5 ) Ordinary Shares 2,735 $ 0 10,939 D Restricted Stock Units ( 1 ) 03/16/2022 M 917 ( 6 ) 03/15/2024( 6 ) Ordinary Shares 917 $ 0 7,338 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kohn Leslie 3101 JAY STREET SANTA CLARA, CA95054 X Chief Technology Officer Signatures By: /s/ Michael Morehead, Attorney-in-Fact For: Leslie Kohn 03/18/2022 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 )On March 7, 2019, reporting person was granted a performance-based RSU award covering a target number of ordinary shares (the "Target RSU Number"). Pursuant to time-based vesting requirements, the award would vest in full on March 15, 2022, subject to continued service requirements through such date. In addition, the number of shares subject to the award could be increased or decreased by up to 100% of the Target RSU Number, based on attainment of specified levels of the Company's total stockholder return over the period of February 1, 2019 through January 31, 2022 (the "TSR Period"). As a result of the Company's TSR performance over the TSR Period, the number of shares eligible to vest were increased by 100% of the Target RSU Number. ( 4 )The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2019. ( 5 )The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2020. ( 6 )The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2021.

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).

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