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
                      

1. Name and Address of Reporting Person *

STANG ERIC B
2. Issuer Name and Ticker or Trading Symbol

RAMBUS INC [ RMBS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

1050 ENTERPRISE WAY, SUITE 700
3. Date of Earliest Transaction (MM/DD/YYYY)

11/7/2019
(Street)

SUNNYVALE, CA 94089
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock         8258 (1)(2)D  
Common Stock 11/7/2019  S  37615 D$14.1299 (3)50722 I See Footnote (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Reflects 5,898 Restricted Stock Units canceled per the Restricted Stock Unit Termination agreement dated October 24, 2019.
(2) Reflects 14,110 shares transferred in an exempt transaction from Mr. Stang's direct holdings to the Stang Family Trust on October 1, 2019.
(3) The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $13.98 to $14.43. 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.
(4) Shares held directly by the Stang Family Trust dated September 2, 2004 for which the Reporting Person serves as a trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
STANG ERIC B
1050 ENTERPRISE WAY, SUITE 700
SUNNYVALE, CA 94089
X



Signatures
/s/ Kirk Williams, by power of attorney11/12/2019
**Signature of Reporting PersonDate

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