SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

DONNELLY KEVIN

(Last)

(First)

(Middle)

1050 ENTERPRISE WAY, SUITE 700

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2013

3. Issuer Name and Ticker or Trading Symbol
RAMBUS INC [ RMBS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, GM MID

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	68,732⁽¹⁾	D
Common Stock	1,279⁽²⁾⁽³⁾	D
Common Stock	3,750⁽²⁾⁽⁴⁾	D
Common Stock	3,750⁽²⁾⁽⁵⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁶⁾	11/25/2013	Common Stock	85,000	$33.9	D
Employee Stock Option (right to buy)	⁽⁶⁾	11/25/2013	Common Stock	65,000	$33.9	D
Employee Stock Option (right to buy)	⁽⁶⁾	11/25/2013	Common Stock	50,000	$33.9	D
Employee Stock Option (right to buy)	⁽⁶⁾	12/03/2014	Common Stock	75,000	$24.04	D
Employee Stock Option (right to buy)	⁽⁶⁾	01/06/2016	Common Stock	70,000	$22.94	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/01/2017	Common Stock	60,000	$18.69	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/01/2018	Common Stock	30,000	$19.86	D
Employee Stock Option (right to buy)	⁽⁷⁾	02/02/2019	Common Stock	26,544	$8.55	D
Employee Stock Option (right to buy)	⁽⁸⁾	02/01/2020	Common Stock	23,000	$22.72	D
Employee Stock Option (right to buy)	⁽⁹⁾	02/01/2021	Common Stock	30,000	$20.93	D
Employee Stock Option (right to buy)	⁽¹⁰⁾	02/01/2022	Common Stock	40,000	$7.31	D
Employee Stock Option (right to buy)	⁽¹¹⁾	08/01/2022	Common Stock	45,000	$4.13	D
Employee Stock Option (right to buy)	⁽¹²⁾	08/01/2022	Common Stock	45,000	$4.13	D
Employee Stock Option (right to buy)	⁽¹³⁾	02/01/2023	Common Stock	60,000	$5.46	D

Explanation of Responses:

1. Rambus Inc. common stock held directly by the Reporting Person.

2. Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Rambus Inc. common stock.

3. The remaining restricted stock units vest in full on February 1, 2014 or the first trading day after February 1, 2014.

4. The remaining restricted stock units vest in two equal annual installments beginning on February 1, 2014 or the first trading day after February 1, 2014.

5. The remaining restricted stock units vest in three equal annual installments beginning on February 1, 2014 or the first trading day after February 1, 2014.

6. Shares subject to the option are fully vested.

7. One tenth of the shares subject to the option vested on August 2, 2009 and the remaining shares vested and continue to vest in equal monthly installments until they are fully vested on February 2, 2014.

8. One tenth of the shares subject to the option vested on August 1, 2010 and the remaining shares vested and continue to vest in equal monthly installments until they are fully vested on February 1, 2015.

9. One tenth of the shares subject to the option vested on August 1, 2011 and the remaining shares vested and continue to vest in equal monthly installments until they are fully vested on February 1, 2016.

10. One tenth of the shares subject to the option vested on August 1, 2012 and the remaining shares vested and continue to vest in equal monthly installments until they are fully vested on February 1, 2016.

11. Shares subject to the option fully vest on August 1, 2015 if Rambus common stock has previously attained a closing price on NASDAQ of $15.00 or more over any sixty (60) consecutive trading day period. If such performance milestone is not achieved prior to August 1, 2017, the option will terminate.

12. Shares subject to the option fully vest on August 1, 2015 if Rambus common stock has previously attained a closing price on NASDAQ over any sixty (60) consecutive trading day period as follows: 20% will vest with a closing price of $16.00; 20% will vest with a closing price of $17.00; 20% will vest with a closing price of $18.00; 20% will vest with a closing price of $19.00; and 20% will vest with a closing price of $20.00. If the option has not vested, or has only partially vested by August 1, 2015, the option will vest if and to the extent the related performance milestones are achieved prior to August 1, 2017, and if the related performance milestones are not achieved prior to August 1, 2017, the unvested portion of the option will terminate.

13. One tenth of the shares subject to the option vest on August 1, 2013 and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2017.

	/s/ Trisha Chan, by power of attorney	03/04/2013
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.