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 * PAISLEY CHRISTOPHER B   2. Issuer Name and Ticker or Trading Symbol AMBARELLA INC [AMBA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3101 JAY STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/15/2015 (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 12/15/2015   M   1,000 A $ 6 6,556 D   Ordinary Shares 12/15/2015   S(1)   500 D $ 56.452 (2) 6,056 D   Ordinary Shares 12/15/2015   S(1)   500 D $ 57.3228 (3) 5,556 D   Ordinary Shares 12/16/2015   M   1,152 A (4) 6,708 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Non-Qualified Stock Option (right to buy)

$ 6

12/15/2015

M

1,000

(5)

10/08/2022

Ordinary Shares

1,000

$ 0

18,667

D

Restricted Stock Units

(4)

12/16/2015

M

1,152

(6)

09/15/2016(6)

Ordinary Shares

1,152

$ 0

3,459

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PAISLEY CHRISTOPHER B 3101 JAY STREET SANTA CLARA, CA 95054	X

Signatures

By: /s/ Michael Morehead, Attorney in Fact For: Christopher Paisley		12/17/2015
**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)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on June 15, 2015.
(2)	The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $56.13 to $56.81 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
(3)	The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $57.15 to $57.54 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.
(4)	Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.
(5)	Shares subject to the option vest monthly over four years beginning on August 20, 2012.
(6)	The restricted stock units will vest as to 1/4th of the restricted stock units each three months following the vesting start date of September 15, 2015, so as to be 100% vested on September 15, 2016.

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