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^*

Day Christopher

(Last)

(First)

(Middle)

3101 JAY STREET

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMBARELLA INC [ AMBA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Marketing

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2022

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)
Ordinary Shares	03/16/2022		M		17,637	A	⁽¹⁾	26,760⁽²⁾	D
Ordinary Shares	03/16/2022		S		7,405⁽³⁾	D	$91.2	19,355	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)
Performance Stock Units	⁽¹⁾	03/16/2022		M			8,011	⁽⁴⁾	03/15/2022⁽⁴⁾	Ordinary Shares	8,011	$0.0	0	D
Restricted Stock Units	⁽¹⁾	03/16/2022		M			668	⁽⁵⁾	03/15/2022⁽⁵⁾	Ordinary Shares	0	$0.0	0	D
Restricted Stock Units	⁽¹⁾	03/16/2022		M			672	⁽⁶⁾	03/15/2023⁽⁶⁾	Ordinary Shares	672	$0.0	2,685	D
Restricted Stock Units	⁽¹⁾	03/16/2022		M			275	⁽⁷⁾	03/15/2024⁽⁷⁾	Ordinary Shares	275	$0.0	2,202	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.

2. Includes 81 shares acquired under the Company's employee stock purchase plan on March 15, 2022.

3. Shares sold to pay tax obligations resulting from the vesting of restricted stock units.

4. On March 7, 2019, reporting person was granted a performance-based RSU award covering a target number of ordinary shares (the "Target RSU Number"). Pursuant to time-based vesting requirements, the award would vest in full on March 15, 2022, subject to continued service requirements through such date. In addition, the number of shares subject to the award could be increased or decreased by up to 100% of the Target RSU Number, based on attainment of specified levels of the Company's total stockholder return over the period of February 1, 2019 through January 31, 2022 (the "TSR Period"). As a result of the Company's TSR performance over the TSR Period, the number of shares eligible to vest were increased by 100% of the Target RSU Number.

5. The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2019.

6. The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2020.

7. The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2021.

	By: /s/ Michael Morehead, Attorney-in-Fact For: Christopher Day	03/18/2022
	** 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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