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 *
  Seraphin Luc
2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2018
3. Issuer Name and Ticker or Trading Symbol
RAMBUS INC [RMBS]
(Last)
(First)
(Middle)
C/O RAMBUS INC., 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)
Interim CEO, SVP & GM
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 136,142 (1)
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)   (2) 02/02/2025 Common Stock 2,400 $ 11.26 D  
Employee Stock Option (right to buy)   (3) 02/01/2026 Common Stock 13,209 $ 12.31 D  
Employee Stock Option (right to buy)   (4) 02/01/2027 Common Stock 34,768 $ 12.8 D  
Employee Stock Option (right to buy)   (5) 02/01/2028 Common Stock 49,537 $ 12.84 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Seraphin Luc
C/O RAMBUS INC.
1050 ENTERPRISE WAY, SUITE 700
SUNNYVALE, CA 94089
      Interim CEO, SVP & GM  

Signatures

/s/ Kirk Williams, by power of attorney 07/03/2018
**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) The reported shares are represented by restricted stock units, or RSUs, which vest as follows: (i) 14,862 RSUs vest in two equal annual installments beginning on December 1, 2018 or the first business day thereafter; (ii) 31,682 RSUs vest on February 1, 2019 or the first business day thereafter; (iii) 12,182 RSUs vest in two equal annual installments beginning on February 1, 2019 or the first business day thereafter; (iv) 20,445 RSUs vest in three equal annual installments beginning on February 1, 2019 or the first business day thereafter; (v) 26,304 RSUs vest in four equal annual installments beginnging on February 1, 2019 or the first business day thereafter; and (vi) 30,667 RSUs vest on February 1, 2020 or the first business day thereafter. Each RSU represents a contingent right to receive one share of RMBS common stock.
(2) One-tenth of the shares subject to the option vested on August 2, 2015 and the remaining shares vest in equal monthly installments through February 2, 2019.
(3) One-tenth of the shares subject to the option vested on August 1, 2016 and the remaining shares vest in equal monthly installments through February 1, 2020.
(4) One-tenth of the shares subject to the option vested on August 1, 2017 and the remaining shares vest in equal monthly installments through February 1, 2021.
(5) One-tenth of the shares subject to the option vest on August 1, 2018 and the remaining shares vest in equal monthly installments through February 1, 2022.
 
Remarks:
Exhibit 24 - Power of Attorney

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