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* BENCHMARK CAPITAL MANAGEMENT CO IV LLC (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/09/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	04/09/2013		J(6)		669,861	D	$0	1,360,020	I	See footnote(1)
Ordinary Shares	04/09/2013		J(6)		191,982	D	$0	389,781	I	See footnote(2)
Ordinary Shares	04/09/2013		J(6)		25,053	D	$0	50,865	I	See footnote(3)
Ordinary Shares	04/09/2013		J(6)		7,458	D	$0	15,142	I	See footnote(4)
Ordinary Shares	04/09/2013		J(6)		34,845	A	$0	34,845	I	See footnote(7)
Ordinary Shares	04/09/2013		J(6)		7,967	A	$0	7,967	I	See footnote(8)
Ordinary Shares	04/09/2013		J(6)		34,845	A	$0	34,845	I	See footnote(9)
Ordinary Shares	04/09/2013		J(6)		7,629	A	$0	7,629	I	See footnote(10)
Ordinary Shares	04/09/2013		J(6)		1,636	A	$0	1,636	I	See footnote(11)
Ordinary Shares	04/09/2013		J(6)		1,039,672	D	$0	2,110,848	I	See footnote(5)

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

1. Name and Address of Reporting Person* BENCHMARK CAPITAL MANAGEMENT CO IV LLC (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* BENCHMARK CAPITAL PARTNERS IV LP (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* BENCHMARK FOUNDERS FUND IV LP (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* BENCHMARK FOUNDERS FUND IV A LP (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* BENCHMARK FOUNDERS FUND IV-B LP (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* DUNLEVIE BRUCE (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* GURLEY J WILLIAM (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* HARVEY KEVIN (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* KAGLE ROBERT (Last) (First) (Middle) 2480 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* SPURLOCK STEVEN M (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. Shares are owned directly by Benchmark Capital Partners IV, L.P. ("BCP IV").

2. Shares are owned directly by Benchmark Founders' Fund IV, L.P. ("BFF IV").

3. Shares are owned directly by Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A").

4. Shares are owned directly by Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B").

5. Benchmark Capital Management Co. IV, L.L.C. ("BCMC IV"), the Designated Filer and general partner of each of BCP IV, BFF IV, BFF IV-A and BFF IV-B, may be deemed to have had the sole voting and dispositive power over 1,039,672 of the Issuer's Ordinary Shares being distributed by BCP IV and its affiliated funds (the "Benchmark IV Funds") and may be deemed to have the sole voting and dispositive power over 2,110,848 of the Issuer's Ordinary Shares held by the Benchmark IV Funds. BCMC IV and each of its managing members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC IV and its managing members is the beneficial owner of these shares for purposes of Section 16 of any other purpose.

6. Represents a pro-rata, in-kind distribution by BCMC IV and the Benchmark IV Funds, without additional consideration, to their respective partners, members and assignees.

7. Shares are owned directly by Bruce W. Dunlevie's family trust.

8. Shares are owned directly by J. William Gurley.

9. Shares are owned directly by Kevin R. Harvey's family trust.

10. Shares are owned directly by Robert C. Kagle.

11. Shares are owned directly by Steven M. Spurlock's family trust.

Remarks:

Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle and Steven M. Spurlock are the managing members of BCMC IV, which serves as the general partner to each of BCP IV, BFF IV, BFF IV-A and BFF IV-B. Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting persons' pecuniary interest in such securities.

	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C.	04/11/2013
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Capital Partners IV, L.P.	04/11/2013
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund IV, L.P.	04/11/2013
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund IV-A, L.P.	04/11/2013
	/s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. IV, L.L.C., the General Partner of Benchmark Founders' Fund IV-B, L.P.	04/11/2013
	/s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie	04/11/2013
	/s/ Steven M. Spurlock, by power of attorney for J. William Gurley	04/11/2013
	/s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey	04/11/2013
	/s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle	04/11/2013
	/s/ Steven M. Spurlock	04/11/2013
	** 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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