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 *
  Chen Yen-Lung
 2. Date of Event Requiring Statement (Month/Day/Year)
03/05/2014		 3. Issuer Name and Ticker or Trading Symbol
AMBARELLA INC [AMBA]
(Last)
(First)
(Middle)
C/O AMBARELLA, INC., 3101 JAY STREET		 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 Original Filed(Month/Day/Year)
(Street)

SANTA CLARA, CA 95054		 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)

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
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 D  
Restricted Stock Unit   (7)   (7) Ordinary Shares 5,834 $ 0 D  
Restricted Stock Unit   (8)   (8) Ordinary Shares 19,688 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chen Yen-Lung
C/O AMBARELLA, INC.
3101 JAY STREET
SANTA CLARA, CA 95054		       Vice President of Sales  

Signatures

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

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