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 * BLACK RONALD D   2. Issuer Name and Ticker or Trading Symbol RAMBUS INC [RMBS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 1050 ENTERPRISE WAY, SUITE 700 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2017 (Street) SUNNYVALE, CA 94089 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 Common Stock 02/01/2017   F   9,103 D $ 12.8 350,138 D   Common Stock 02/01/2017   A   63,128 (1) A $ 0 413,266 D   Common Stock 02/01/2017   A   233,400 (2) A $ 0 646,666 D   Common Stock 02/02/2017   F   4,802 D $ 12.67 641,864 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

Employee Stock Option (right to buy)

$ 12.8

02/01/2017

A

197,753

08/01/2017(3)

02/01/2027

Common Stock

197,753

$ 0

197,753

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BLACK RONALD D 1050 ENTERPRISE WAY, SUITE 700 SUNNYVALE, CA 94089	X		President & CEO

Signatures

/s/Bill Krause, by power of attorney		02/03/2017
**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)	Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of RMBS common stock. The restricted stock units vest in four equal annual installments beginning on February 1, 2018 or the first business trading day thereafter.
(2)	Shares are represented by performance restricted stock units. Each performance restricted stock unit represents a contingent right to receive one share of RMBS common stock. The performance restricted stock units vest in full on February 1, 2019 based upon assessed achievement of the Company's targeted pro forma operating margin for Fiscal Year 2016 and continued service to the Company through the vest date.
(3)	One tenth of the shares subject to the option vest on August 1, 2017 and the remaining shares vest in equal monthly installments until they are fully vested on February 1, 2021.
Remarks: Transactions reported in Table 1, Code F reflect securities withheld to cover the tax liability for restricted stock units that vested on the respective transaction dates reported.

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