SEC FORM 3

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^*

Young John Alexander

(Last)

(First)

(Middle)

3101 JAY STREET

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2024

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO

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)
Ordinary Shares	91,582⁽¹⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Non-Qualified Stock Option (right to buy)	⁽²⁾	03/27/2027	Ordinary Shares	25,000	$55.8	D
Performance Stock Units	⁽³⁾	03/15/2024⁽³⁾	Ordinary Shares	2,972	⁽⁴⁾	D
Performance Stock Units	⁽⁵⁾	03/15/2025⁽⁵⁾	Ordinary Shares	4,137	⁽⁴⁾	D
Performance Stock Units	⁽⁶⁾	03/15/2026⁽⁶⁾	Ordinary Shares	3,556	⁽⁴⁾	D

Explanation of Responses:

1. A portion of the shares reported in column 2 remain subject to quarterly time-based vesting requirements.

2. 25% of the Shares subject to the option vest on March 27, 2018 and 1/48 of the shares vest monthly thereafter.

3. Reporting person was granted an award of performance-based RSUs covering a target number of ordinary shares (the "Target RSU Number"). Pursuant to time-based vesting requirements, 100% of this award is scheduled to vest on March 15, 2024, subject to continued service requirements through such date. In addition, the number of shares subject to the RSUs may be increased or decreased by up to 100% of the Target RSU Number or may remain the same, based on attainment of specified levels of the Company's total stockholder return over the period of February 1, 2021 through January 31, 2024.

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

5. Reporting person was granted an award of performance-based RSUs covering a target number of ordinary shares (the "Target RSU Number"). Pursuant to time-based vesting requirements, 100% of the Target RSU Number is scheduled to vest on March 15, 2025, subject to continued service requirements through such date. In addition, the number of shares subject to the RSUs may be increased or decreased by up to 100% of the Target RSU Number or may remain the same, based on attainment of specified levels of the Company's total shareholder return over the period of February 1, 2022 through January 31, 2025.

6. Reporting person was granted an award of performance-based RSUs covering a target number of ordinary shares (the "Target RSU Number"). Pursuant to time-based vesting requirements, 100% of the Target RSU Number is scheduled to vest on March 15, 2026, subject to continued service requirements through such date. In addition, the number of shares subject to the RSUs may be decreased by up to 100% or increased by up to 150% of the Target RSU Number or may remain the same, based on the Company's total shareholder return and revenue growth rate over the period of February 1, 2023 through January 31, 2026.

	By: /s/ Michael Morehead, Attorney-in-Fact For: John A. Young	02/02/2024
	** 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 Number.