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 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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1. Name and Address of Reporting Person * Laplante George   2. Issuer Name and Ticker or Trading Symbol AMBARELLA INC [AMBA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 3101 JAY STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/16/2014 (Street) SANTA CLARA, CA 95054 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

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 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 Ordinary Shares 12/16/2014   M   8,412 A (1) 25,427 D   Ordinary Shares 12/16/2014   S(2)   4,451 D $ 46.15 20,976 (3) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities (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

Restricted Stock Units

(1)

12/16/2014

M

694

(4)

08/27/2022(4)

Ordinary Shares

694

$ 0

4,862

D

Restricted Stock Units

(1)

12/16/2014

M

2,250

(5)

08/26/2023(5)

Ordinary Shares

2,250

$ 0

11,250

D

Restricted Stock Units

(1)

12/16/2014

M

2,625

(6)

08/27/2023(6)

Ordinary Shares

2,625

$ 0

28,875 (7)

D

Restricted Stock Units

(1)

12/16/2014

M

2,843

(8)

09/07/2024(8)

Ordinary Shares

2,843

$ 0

42,657

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Laplante George 3101 JAY STREET SANTA CLARA, CA 95054			Chief Financial Officer

Signatures

By: /s/ Michael Morehead, Attorney in Fact For: George Laplante		12/18/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.
(2)	Shares sold to pay tax obligations resulting from the vesting of restricted stock units.
(3)	31,500 RSUs previously included in this Column as ordinary shares, are now being reported in Table II, as RSUs.
(4)	The restricted stock units vest at the rate of 1/16 per quarter beginning on September 15, 2012.
(5)	The RSUs vested as to 1/8 of the RSUs on June 15, 2014 and 1/8 of the RSU's will vest each three months thereafter such that the RSUs are 100% vested on March 15, 2016.
(6)	The restricted stock units vest at the rate of 1/16 per quarter beginning on September 15, 2013.
(7)	31,500 RSUs previously included in Column 5 of Table I, as ordinary shares, are now being reported in this column, as RSUs.
(8)	The restricted stock units vest at the rate of 1/16 per quarter beginning on September 15, 2014.

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