SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Scott Martin

(Last)

(First)

(Middle)

4440 EL CAMINO REAL

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Engineering

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2009

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2009		M		2,500	A	$0.00	50,000⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D
Common Stock	02/02/2009		A		10,296⁽⁴⁾⁽⁵⁾	A	$0.00	60,296	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.00⁽⁴⁾	02/02/2009		M			2,500	02/02/2009	⁽⁶⁾	Common Stock	2,500	$0.00	0⁽⁷⁾	D
Employee Stock Option (right to buy)	$8.55	02/02/2009		A		40,385		08/02/2009⁽⁸⁾	02/02/2019	Common Stock	40,385	$0.00	40,385	D

Explanation of Responses:

1. Includes 7,500 shares represented by restricted stock units ("RSUs"). These 7,500 RSUs reflect the balance of securities beneficially owned following the reported transaction in Table II, row 1 of this report on Form 4. The 7,500 RSUs vest in three equal annual installments beginning on February 1, 2010 or the first trading day after February 1. The initial RSU award was reported in Table II of Form 4 filed with the SEC on February 5, 2008.

2. Includes 20,000 RSUs previously reported in Table II of the Form 4 filed with the SEC on September 2, 2008. The 20,000 RSUs vest in four equal annual installments beginning on August 28, 2009.

3. Includes 15,000 shares represented by restricted stock units ("RSUs"). These 15,000 RSUs reflect the balance of securities beneficially owned following the October 28, 2008 vest of 5,000 shares. The 15,000 RSUs vest in three equal annual installments beginning on October 17, 2009 or the first trading day after October 17 in an open trading window. The initial RSU award was reported in Table II of Form 4 filed with the SEC on October 22, 2007.

4. Each RSU represents a contingent right to receive one share of Common Stock of Rambus Inc.

5. Shares are represented by RSUs. The RSUs vest in four equal annual installments beginning on February 2, 2010 or the first trading day after February 2.

6. Not applicable.

7. The balance of unvested RSUs beneficially owned following the reported transaction is 7,500 RSUs and is now being reported in Table 1, row 1 of this report on Form 4.

8. Ten percent of the shares subject to the option vest on August 2, 2009 and one fifty-fourth of the shares shall vest monthly thereafter.

Remarks:

	/s/Michael Leshkiw, by power of attorney	02/04/2009
	** 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 4 (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).
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