Statement of Changes in Beneficial Ownership (4)
February 05 2020 - 3:28PM
Edgar (US Regulatory)
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Kim Jae |
2. Issuer Name and Ticker or Trading Symbol
RAMBUS INC
[
RMBS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, GC & Secretary |
(Last)
(First)
(Middle)
C/O RAMBUS INC., 1050 ENTERPRISE WAY, SUITE 700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/3/2020 |
(Street)
SUNNYVALE, CA 94089
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/3/2020 | | F(1) | | 17173 | D | $16.10 | 103408 | D | |
Common Stock | 2/3/2020 | | A | | 34615 (2) | A | $0.00 | 138023 | D | |
Common Stock | 2/4/2020 | | S(3) | | 31379 | D | $16.4067 (4) | 106644 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | The shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units, or RSUs. |
(2) | The shares are represented by RSUs which vest in four equal annual installments beginning on February 3, 2021 or the first business trading day thereafter. Each RSU represents a contingent right to receive one share of RMBS common stock. |
(3) | The sale reported on this Form 4 is pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 4, 2019 |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.24 to $16.53, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kim Jae C/O RAMBUS INC. 1050 ENTERPRISE WAY, SUITE 700 SUNNYVALE, CA 94089 |
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| SVP, GC & Secretary |
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Signatures
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/s/ Keith Jones, by power of attorney | | 2/5/2020 |
**Signature of Reporting Person | Date |
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