FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Seraphin Luc

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/28/2018 

3. Issuer Name and Ticker or Trading Symbol

RAMBUS INC [RMBS]

(Last)        (First)        (Middle)

C/O RAMBUS INC., 1050 ENTERPRISE WAY, SUITE 700

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Interim CEO, SVP & GM /

(Street)

SUNNYVALE, CA 94089       

(City)              (State)              (Zip)
5. 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 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   136142   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)     (2) 2/2/2025   Common Stock   2400   $11.26   D    
Employee Stock Option (right to buy)     (3) 2/1/2026   Common Stock   13209   $12.31   D    
Employee Stock Option (right to buy)     (4) 2/1/2027   Common Stock   34768   $12.80   D    
Employee Stock Option (right to buy)     (5) 2/1/2028   Common Stock   49537   $12.84   D    

Explanation of Responses:
(1)  The reported shares are represented by restricted stock units, or RSUs, which vest as follows: (i) 14,862 RSUs vest in two equal annual installments beginning on December 1, 2018 or the first business day thereafter; (ii) 31,682 RSUs vest on February 1, 2019 or the first business day thereafter; (iii) 12,182 RSUs vest in two equal annual installments beginning on February 1, 2019 or the first business day thereafter; (iv) 20,445 RSUs vest in three equal annual installments beginning on February 1, 2019 or the first business day thereafter; (v) 26,304 RSUs vest in four equal annual installments beginnging on February 1, 2019 or the first business day thereafter; and (vi) 30,667 RSUs vest on February 1, 2020 or the first business day thereafter. Each RSU represents a contingent right to receive one share of RMBS common stock.
(2)  One-tenth of the shares subject to the option vested on August 2, 2015 and the remaining shares vest in equal monthly installments through February 2, 2019.
(3)  One-tenth of the shares subject to the option vested on August 1, 2016 and the remaining shares vest in equal monthly installments through February 1, 2020.
(4)  One-tenth of the shares subject to the option vested on August 1, 2017 and the remaining shares vest in equal monthly installments through February 1, 2021.
(5)  One-tenth of the shares subject to the option vest on August 1, 2018 and the remaining shares vest in equal monthly installments through February 1, 2022.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Seraphin Luc
C/O RAMBUS INC.
1050 ENTERPRISE WAY, SUITE 700
SUNNYVALE, CA 94089


Interim CEO, SVP & GM

Signatures
/s/ Kirk Williams, by power of attorney 7/3/2018
** 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 control number.
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