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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Lee Chan W (Last) (First) (Middle) 3101 JAY STREET (Street) SANTA CLARA CA 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) Chief Operating Officer
	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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	03/16/2022		M		64,785	A	(1)	92,365(2)	D
Ordinary Shares	03/16/2022		S		31,450(3)	D	$91.2	60,915	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(1)	03/16/2022		M			29,670	(4)	03/15/2022(4)	Ordinary Shares	29,670	$0.0	0	D
Restricted Stock Units	(1)	03/16/2022		M			2,473	(5)	03/15/2022(5)	Ordinary Shares	2,473	$0.0	0	D
Restricted Stock Units	(1)	03/16/2022		M			2,238	(6)	03/15/2023(6)	Ordinary Shares	2,238	$0.0	8,950	D
Restricted Stock Units	(1)	03/16/2022		M			734	(7)	03/15/2024(7)	Ordinary Shares	734	$0.0	5,870	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: Chan W. Lee	03/18/2022
	** Signature of Reporting Person	Date
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