Rambus Inc.
RAMBUS INC (Form: 4, Received: 10/04/2010 18:47:15)
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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CHOU SUNLIN
2. Issuer Name and Ticker or Trading Symbol

RAMBUS INC [ RMBS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

4440 EL CAMINO REAL
3. Date of Earliest Transaction (MM/DD/YYYY)

10/1/2010
(Street)

LOS ALTOS, CA 94022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/1/2010     A    7672   (1) (2) A $0.00   7672   (3) D    
Common Stock                  22329   (4) I   See Footnote   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
( 1)  Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of RMBS common stock.
( 2)  All of the restricted stock units vest on October 1, 2011.
( 3)  Excludes 9,946 shares represented by restricted stock units previously held directly by the Reporting Person. Upon vesting, shares were issued to and are now held directly by the SPC Trust U/A Dated 1/22/2008 for which the reporting person serves as a trustee.
( 4)  Includes 9,946 shares represented by restricted stock units previously held directly by the Reporting Person. Upon vesting, shares were issued to and are now held directly by the SPC Trust U/A dated 1/22/2008.
( 5)  Shares held directly by the SPC Trust U/A dated 1/22/2008.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CHOU SUNLIN
4440 EL CAMINO REAL
LOS ALTOS, CA 94022
X



Signatures
/s/Michael Leshkiw, by power of attorney 10/4/2010
** 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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