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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 8.82 | 09/15/2014 | M | 10,000 | (6) | 11/02/2020 | Ordinary Shares | 10,000 | $ 0 | 20,312 | D | ||||
| Restricted Stock Units | (4) | 09/16/2014 | M | 764 | (7) | 08/27/2022(7) | Ordinary Shares | 764 | $ 0 | 6,112 | D | ||||
| Restricted Stock Units | (4) | 09/16/2014 | M | 3,000 | (8) | 08/26/2023(9) | Ordinary Shares | 3,000 | $ 0 | 18,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kohn Leslie 3101 JAY STREET SANTA CLARA, CA 95054 |
X | CTO | ||
| By: /s/ Michael Morehead, Attorney in Fact For: Leslie Kohn | 09/17/2014 | |
| **Signature of Reporting Person | Date |
| * | 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) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 28, 2013. |
| (2) | The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $35.21 to $36.15 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
| (3) | The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $36.25 to $37.05 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
| (4) | Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares. |
| (5) | Shares sold to pay tax obligations resulting from the vesting of restricted stock units. |
| (6) | Shares subject to the option vest monthly over four years beginning on August 1, 2010. |
| (7) | The restricted stock units vest at the rate of 1/16 per quarter beginning on September 15, 2012. |
| (8) | On August 27, 2013 the reporting person was granted RSUs convertible into 24,000 Ordinary Shares based on Issuer's determination of the satisfaction of certain performance goals for the fiscal year ended January 31, 2014. The performance criteria were achieved, and the RSUs become eligible for time-based vesting commencing on March 15, 2014. |
| (9) | The RSUs vested as to 1/8 of the RSUs on June 15, 2014 and 1/8 of the RSU's will vest each three months thereafter such that the RSUs are 100% vested on March 15, 2016. |