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) 4440 EL CAMINO REAL (Street) LOS ALTOS CA 94022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/14/2004	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) Vice President	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	23,416	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option(1)	04/10/2001	03/10/2008	Common Stock	21,368	$10.6875	D
Employee Stock Option(2)	01/01/2003	11/05/2008	Common Stock	1,676	$14.8281	D
Employee Stock Option(3)	08/18/1999	02/18/2009	Common Stock	9,628	$15.3125	D
Employee Stock Option(4)	04/10/2001	03/10/2008	Common Stock	34,632	$10.6875	D
Employee Stock Option(5)	11/01/2001	09/10/2008	Common Stock	14,000	$12.25	D
Employee Stock Option(6)	02/01/2002	11/05/2008	Common Stock	38,324	$14.8281	D
Employee Stock Option(7)	01/31/2002	02/18/2009	Common Stock	40,000	$15.3125	D
Employee Stock Option(8)	08/18/1999	02/18/2009	Common Stock	68,372	$15.3125	D
Employee Stock Option(9)	10/31/2001	08/23/2011	Common Stock	120,000	$4.86	D
Employee Stock Option(10)	10/31/2002	11/21/2012	Common Stock	100,000	$8.637	D
Employee Stock Option(11)	01/31/2005	11/25/2013	Common Stock	50,000	$25.16	D
Employee Stock Option(12)	01/31/2007	11/25/2013	Common Stock	65,000	$25.16	D
Employee Stock Option(13)	01/31/2008	11/25/2013	Common Stock	85,000	$25.16	D
Employee Stock Option(14)	01/31/2003	10/20/2009	Common Stock	160,000	$15.6719	D
Employee Stock Option(15)	12/01/2009(17)	12/01/2009	Common Stock	80,000	$2.5	D
Employee Stock Option(16)	01/31/2005	12/12/2010	Common Stock	60,000	$54.625	D

Explanation of Responses:

1. Right to buy Rambus Inc. common stock granted under the 1997 Stock Option Plan. This option is fully vested.

2. Right to buy Rambus Inc. common stock granted under the 1997 Stock Option Plan. This option is fully vested.

3. Right to buy Rambus Inc. common stock granted under the 1997 Stock Option Plan. This option is fully vested.

4. Right to buy Rambus Inc. commom stock granted under the 1997 Stock Option Plan. This option is fully vested.

5. Right to buy Rambus Inc. common stock granted under the 1997 Stock Option Plan. This option is fully vested.

6. Right to buy Rambus Inc. common stock granted under the 1997 Stock Option Plan. This option is fully vested.

7. Right to buy Rambus Inc. common stock granted under the 1997 Stock Option Plan. This option is fully vested.

8. Right to buy Rambus Inc. common stock granted under the 1997 Stock Option Plan. This option is fully vested.

9. Right to buy Rambus Inc. common stock granted under the 1997 Stock Option Plan. As of 1/14/04, 10,000 options were vested and the remaining options vest monthly becoming fully vested on 9/30/06.

10. Right to buy Rambus Inc. common stock granted under the 1997 Stock Option Plan. As of 1/14/04, 25,000 options were vested, and the remaining options vest monthly becoming fully vested on 9/30/07.

11. Right to buy Rambus Inc. common stock granted under the 1997 Stock Option Plan. This option vests monthly beginning 1/31/05 and becomes fully vested on 12/31/06.

12. Right to buy Rambus Inc. common stock granted under the 1997 Stock Option Plan. This option vests monthly beginning 1/31/07 and becomes fully vested on 12/31/07.

13. Right to buy Rambus Inc. common stock granted under the 1997 Stock Option Plan. This option vests monthly beginning 1/31/08 and becomes fully vested on 12/31/08.

14. Right to buy Rambus Inc. common stock granted under the 1999 Stock Option Plan. As of 1/14/04, 80,000 options were vested and the remaining options vest monthly becoming fully vested on 12/31/04.

15. Right to buy Rambus Inc. common stock granted under the 1999 Stock Option Plan. This option will vest on the basis of meeting a certain performance milestone.

16. Right to buy Rambus Inc. common stock granted under the 1999 Stock Option Plan. This option vests monthly beginning 1/31/05 and becomes fully vested on 12/31/05.

17. This option will either vest on the basis of meeting a certain performance milestone or it will expire on 12/1/2009.

	Kevin Donnelly	01/22/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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