Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Chen Yun-Lung
  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, Business Development
(Last)
(First)
(Middle)
3101 JAY STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2019
(Street)

SANTA CLARA, CA 95054
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/19/2019   M   3,444 A (1) 24,981 (2) D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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) 03/19/2019   M     930   (3) 09/15/2019(3) Ordinary Shares 930 $ 0 1,859 D  
Restricted Stock Units (1) 03/19/2019   M     1,279   (4) 06/15/2021(4) Ordinary Shares 1,279 $ 0 11,505 D  
Restricted Stock Units (1) 03/19/2019   M     353   (5) 10/07/2025(5) Ordinary Shares 353 $ 0 707 D  
Restricted Stock Units (1) 03/19/2019   M     882   (6) 03/06/2026(6) Ordinary Shares 882 $ 0 1,766 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Chen Yun-Lung
3101 JAY STREET
SANTA CLARA, CA 95054
      VP, Business Development  

Signatures

 By: /s/ Michael Morehead, Attorney in Fact For: Yun-Lung Chen   03/20/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.
(2) Includes 346 shares acquired under the Company's employee stock purchase plan on March 15, 2019.
(3) The RSUs vest as to 1/10 of the RSUs on June 15, 2017 and 1/10 of the RSUs will vest each three months thereafter such that the RSUs are 100% vested on September 15, 2019.
(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 1/16 per quarter commencing on September 15, 2015.
(6) The restricted stock units vest at the rate of 1/14 per quarter commencing on March 15, 2016.

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