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* Chen Yen-Lung (Last) (First) (Middle) C/O AMBARELLA, INC. 3101 JAY STREET (Street) SANTA CLARA CA 95054 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/05/2014	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) Vice President of Sales	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	07/09/2019	Ordinary Shares	2,037	3.2	D
Stock Option (right to buy)	(2)	11/03/2020	Ordinary Shares	5,555	8.82	D
Stock Option (right to buy)	(3)	08/30/2021	Ordinary Shares	5,927	8.82	D
Stock Option (right to buy)	(4)	08/30/2021	Ordinary Shares	2,362	8.82	D
Stock Option (right to buy)	(5)	07/10/2022	Ordinary Shares	11,575	9.99	D
Restricted Stock Unit	(6)	(6)	Ordinary Shares	9,000	0.00	D
Restricted Stock Unit	(7)	(7)	Ordinary Shares	5,834	0.00	D
Restricted Stock Unit	(8)	(8)	Ordinary Shares	19,688	0.00	D

Explanation of Responses:

1. Of the total grant amount of 8,888 shares, such shares subject to the option vest monthly over four years beginning on August 1, 2009.

2. Shares subject to the option vest monthly over four years beginning on August 1, 2010.

3. Of the total grant amount of 17,777 shares, such shares subject to the option vest monthly over four years beginning on August 1, 2011.

4. Of the total grant amount of 6,666 shares, such shares subject to the option vest monthly over four years beginning on August 1, 2011.

5. Of the total grant amount of 22,222 shares, such shares subject to the option vest monthly over four years beginning on April 1, 2012.

6. On August 27, 2013 the reporting person was granted RSUs convertible into between 0-9,000 Ordinary Shares based on Issuer's determination of the satisfaction of certain performance goals for the fiscal year ended January 31, 2014, which RSUs would then become eligible for time-based vesting. The performance criteria achieved resulted in the grant of RSUs for 9,000 Ordinary Shares to the reporting person.

7. Each restricted stock unit represents a contingent right to receive one Ordinary Share. Of the total of 7,778 shares, the RSUs vest at the rate of 1/16 each three months following September 15, 2012.

8. Each restricted stock unit represents a contingent right to receive one Ordinary Share. Of the total of 21,000 shares, the RSUs vest at the rate of 1/16 each three months following September 15, 2013.

Remarks:

	/s/ Michael Morehead, by power of attorney	03/17/2014
	** 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).
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