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^*

RISHI SATISH

(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)
	Senior VP Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2008

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	02/01/2008		M		25,000⁽¹⁾	A	$0	65,000	D
Common Stock	02/01/2008		F		8,037⁽¹⁾	D	$19.86	56,063	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	⁽²⁾	02/01/2008		A		12,000		⁽³⁾	⁽³⁾	Common Stock	12,000	$0	12,000	D
Employee Stock Option	$19.86	02/01/2008		A		40,000		08/01/2008⁽⁴⁾	02/01/2018⁽⁴⁾	Common Stock	40,000	$0	40,000	D
Restricted Stock Units	⁽²⁾	02/01/2008		D			25,000	⁽¹⁾	⁽¹⁾	Common Stock	75,000	$0	75,000	D

Explanation of Responses:

1. As previously reported, on October 20, 2007, Mr. Rishi was granted 100,000 restricted stock units of which 25,000 RSUs vest respectively on February 1, 2008, February 2, 2009, February 1, 2010, and February 1, 2011. On February 1, 2008, an aggregate of 25,000 shares of common stock of the Company was issued, of which 8,937 shares of common stock were withheld by the Company to satisfy Mr. Rishi's tax withholding obligation.

2. Each restricted stock unit represents a contingent right to receive one share of common stock of Rambus Inc.

3. 3,000 shares vest on February 2, 2009. Thereafter the remaining shares shall vest in equal installments of 3,000 shares on each one-year anniversary or the first trading day after February 1.

4. The option vests at the rate of ten percent (10%) of the option grant six months from the date of February 1, 2008, thereafter the remaining shares shall vest 1/60th in consecutive monthly installments until one hundred percent (100%) vested.

	/s/ Michael Leshkiw, Power of Attorney	02/05/2008
	** 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).
Note: 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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