Ownership Submission
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, 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 *
  STARK LAURA
2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2013
3. Issuer Name and Ticker or Trading Symbol
RAMBUS INC [RMBS]
(Last)
(First)
(Middle)
1050 ENTERPRISE WAY, SUITE 700
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, CORP STRATEGY, M&A
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SUNNYVALE, CA 94089
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 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)
Common Stock 59,776 (1)
D
 
Common Stock 1,500 (2) (3)
D
 
Common Stock 3,750 (2) (4)
D
 
Common Stock 3,750 (2) (5)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Employee Stock Option (right to buy)   (6) 11/25/2013 Common Stock 85,000 $ 33.9 D  
Employee Stock Option (right to buy)   (6) 11/25/2013 Common Stock 65,000 $ 33.9 D  
Employee Stock Option (right to buy)   (6) 11/25/2013 Common Stock 50,000 $ 33.9 D  
Employee Stock Option (right to buy)   (6) 12/03/2014 Common Stock 85,000 $ 24.04 D  
Employee Stock Option (right to buy)   (6) 01/06/2016 Common Stock 70,000 $ 22.94 D  
Employee Stock Option (right to buy)   (6) 02/01/2017 Common Stock 60,000 $ 18.69 D  
Employee Stock Option (right to buy)   (7) 02/02/2019 Common Stock 26,544 $ 8.55 D  
Employee Stock Option (right to buy)   (8) 02/01/2020 Common Stock 30,000 $ 22.72 D  
Employee Stock Option (right to buy)   (9) 02/01/2021 Common Stock 30,000 $ 20.93 D  
Employee Stock Option (right to buy)   (10) 02/01/2022 Common Stock 40,000 $ 7.31 D  
Employee Stock Option (right to buy)   (11) 08/01/2022 Common Stock 55,000 $ 4.13 D  
Employee Stock Option (right to buy)   (12) 08/01/2022 Common Stock 55,000 $ 4.13 D  
Employee Stock Option (right to buy)   (13) 02/01/2023 Common Stock 50,000 $ 5.46 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STARK LAURA
1050 ENTERPRISE WAY, SUITE 700
SUNNYVALE, CA 94089
      SVP, CORP STRATEGY, M&A  

Signatures

/s/ Trisha Chan, by power of attorney 03/04/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Rambus Inc. common stock held directly by the Reporting Person.
(2) Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Rambus Inc. common stock.
(3) The remaining restricted stock units vest in full on February 1, 2014 or the first trading day after February 1, 2014.
(4) The remaining restricted stock units vest in two equal annual installments beginning on February 1, 2014 or the first trading day after February 1, 2014.
(5) The remaining restricted stock units vest in three equal annual installments beginning on February 1, 2014 or the first trading day after February 1, 2014.
(6) Shares subject to the option are fully vested.
(7) One tenth of the shares subject to the option vested on August 2, 2009 and the remaining shares vested and continue to vest in equal monthly installments until they are fully vested on February 2, 2014.
(8) One tenth of the shares subject to the option vested on August 1, 2010 and the remaining shares vested and continue to vest in equal monthly installments until they are fully vested on February 1, 2015.
(9) One tenth of the shares subject to the option vested on August 1, 2011 and the remaining shares vested and continue to vest in equal monthly installments until they are fully vested on February 1, 2016.
(10) One tenth of the shares subject to the option vested on August 1, 2012 and the remaining shares vested and continue to vest in equal monthly installments until they are fully vested on February 1, 2016.
(11) Shares subject to the option fully vest on August 1, 2015 if Rambus common stock has previously attained a closing price on NASDAQ of $15.00 or more over any sixty (60) consecutive trading day period. If such performance milestone is not achieved prior to August 1, 2017, the option will terminate.
(12) Shares subject to the option fully vest on August 1, 2015 if Rambus common stock has previously attained a closing price on NASDAQ over any sixty (60) consecutive trading day period as follows: 20% will vest with a closing price of $16.00; 20% will vest with a closing price of $17.00; 20% will vest with a closing price of $18.00; 20% will vest with a closing price of $19.00; and 20% will vest with a closing price of $20.00. If the option has not vested, or has only partially vested by August 1, 2015, the option will vest if and to the extent the related performance milestones are achieved prior to August 1, 2017, and if the related performance milestones are not achieved prior to August 1, 2017, the unvested portion of the option will terminate.
(13) One tenth of the shares subject to the option vest on August 1, 2013 and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2017.

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