Initial Statement of Beneficial Ownership (3)
July 05 2018 - 7:32PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
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Seraphin Luc
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2. Date of Event Requiring Statement (MM/DD/YYYY)
6/28/2018
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3. Issuer Name
and
Ticker or Trading Symbol
RAMBUS INC [RMBS]
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(Last)
(First)
(Middle)
C/O RAMBUS INC., 1050 ENTERPRISE WAY, SUITE 700
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Interim CEO, SVP & GM /
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(Street)
SUNNYVALE, CA 94089
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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136142
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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(2)
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2/2/2025
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Common Stock
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2400
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$11.26
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D
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Employee Stock Option (right to buy)
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(3)
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2/1/2026
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Common Stock
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13209
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$12.31
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D
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Employee Stock Option (right to buy)
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(4)
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2/1/2027
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Common Stock
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34768
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$12.80
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D
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Employee Stock Option (right to buy)
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(5)
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2/1/2028
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Common Stock
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49537
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$12.84
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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Remarks:
Exhibit 24 - Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Seraphin Luc
C/O RAMBUS INC.
1050 ENTERPRISE WAY, SUITE 700
SUNNYVALE, CA 94089
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Interim CEO, SVP & GM
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Signatures
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/s/ Kirk Williams, by power of attorney
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7/3/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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