Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kim Jae
  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)
SVP & GC
(Last)
(First)
(Middle)
1050 ENTERPRISE WAY, SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
08/22/2016
(Street)

SUNNYVALE, CA 94089
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 08/22/2016   M   496 A $ 7.31 92,605 D  
Common Stock 08/22/2016   M   2,433 A $ 5.46 95,038 D  
Common Stock 08/22/2016   M   1,460 A $ 5.46 96,498 D  
Common Stock 08/22/2016   M   242 A $ 5.63 96,740 D  
Common Stock 08/22/2016   M   111 A $ 5.63 96,851 D  
Common Stock 08/22/2016   M   4,335 A $ 8.76 101,186 D  
Common Stock 08/22/2016   S(1)   9,851 D $ 13.8709 (2) 91,335 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 7.31 08/22/2016   M     496   (3) 02/01/2022 Common Stock 1,982 $ 0 1,486 D  
Employee Stock Option (right to buy) $ 5.46 08/22/2016   M     2,433   (4) 02/01/2023 Common Stock 9,730 $ 0 7,297 D  
Employee Stock Option (right to buy) $ 5.46 08/22/2016   M     1,460   (4) 02/01/2023 Common Stock 5,838 $ 0 4,378 D  
Employee Stock Option (right to buy) $ 5.63 08/22/2016   M     242   (5) 08/02/2020 Common Stock 969 $ 0 727 D  
Employee Stock Option (right to buy) $ 5.63 08/22/2016   M     111   (5) 02/01/2021 Common Stock 442 $ 0 331 D  
Employee Stock Option (right to buy) $ 8.76 08/22/2016   M     4,335   (6) 02/03/2024 Common Stock 29,078 $ 0 24,743 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kim Jae
1050 ENTERPRISE WAY, SUITE 700
SUNNYVALE, CA 94089
      SVP & GC  

Signatures

 /s/ William Krause, by power of attorney   08/24/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The sales reported on this Form 4 are pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 21, 2016.
(2) The sale price reported in Column 4 of Table 1 represents the weighted average sale price of the shares sold ranging from $13.69 to $13.99. Upon request by the Commission Staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(3) Ten percent of the shares subject to the option vested on August 1, 2012 and the remaining shares vested monthly thereafter until fully vested on February 1, 2016.
(4) Ten percent of the shares subject to the option vested on August 1, 2013 and the remaining shares vested monthly thereafter until fully vested on February 1, 2017.
(5) One-third of the shares subject to the option vested on June 22, 2013 and the remaining shares vested monthly thereafter until fully vested on June 22, 2015.
(6) Ten percent of the shares subject to the option vested on August 3, 2014 and the remaining shares vested monthly thereafter until fully vested on February 3, 2018.

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