FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RAMBUS INC [ RMBS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 02/27/2004 | J | 9,420(1) | D | $0 | 0 | I | Chachagua Family Partnership | |||||||
Common Stock | 02/27/2004 | J | 9,420(1) | A | $0 | 76,400 | D | ||||||||
Common Stock | 03/02/2004 | J | 50,580(2) | D | $0 | 0 | I | Chachagua Family Partnership | |||||||
Common Stock | 120,000 | I | By Trust(3) | ||||||||||||
Common Stock | 664,572 | I | By Family Trust(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Shares distributed without consideration from the Chachagua Family Partnership, of which Mr. Davidow is a partner and whose shares Mr. Davidow claims indirect beneficial ownership, to Mr. Davidow. As a result of this transfer, Mr. Davidow's aggregate holdings remained unchanged, however, the nature of his holdings of the 9,420 shares gifted was changed from indirect to direct. |
2. The Chachagua Family Partnership distributed without consideration 50,580 shares of Rambus common stock to two of its partners other than Mr. Davidow. As a result of this transaction, Mr. Davidow's overall holdings decreased by the balance of shares distributed to the other partners, as the beneficial ownership of these shares was no longer attributable to Mr. Davidow pursuant to the rules and regulations of the Securities Exchange Act of 1934. |
3. On February 27, 2004, William H. Davidow & Sonia Anne Davidow TTEES of the Davidow Family Trust DTD 7/25/91 gifted 240,000 shares of Rambus common stock to the Preservation Charitable Remainder Unitrust, of which Mr. Davidow is a trustee. As a result of this transfer, Mr. Davidow's aggregate holdings remained unchanged as the beneficial ownership of these shares remained attributable to Mr. Davidow pursuant to the rules and regulations of the Securities Exchange Act of 1934. |
Robert Eulau, Attorney-in-fact | 02/14/2005 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |