Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
RISHI SATISH
   2. Issuer Name and Ticker or Trading Symbol
RAMBUS INC [RMBS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP and CFO
(Last)
(First)
(Middle)
4440 EL CAMINO REAL		 3. Date of Earliest Transaction (Month/Day/Year)
02/02/2009
(Street)

LOS ALTOS, CA 94022		 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 12/30/2008   G V 1,400 D $ 0 53,420 D  
Common Stock 12/30/2008   G V 700 A $ 0 700 I See Footnote (1)
Common Stock 12/30/2008   G V 700 A $ 0 700 I See Footnote (2)
Common Stock 02/02/2009   M   3,000 A $ 0 65,420 (3) (4) D  
Common Stock 02/02/2009   M   25,000 A $ 0 140,420 (4) (5) D  
Common Stock 02/02/2009   F   9,384 D $ 8.55 131,036 D  
Common Stock 02/02/2009   A   10,296 (6) A $ 0 141,332 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 $ 0 (4) 02/02/2009   M     3,000 02/02/2009   (7) Common Stock 3,000 $ 0 0 (8) D  
Restricted Stock Units $ 0 02/02/2009   M     25,000 02/02/2009   (7) Common Stock 25,000 $ 0 0 (9) D  
Employee Stock Option (right to buy) $ 8.55 02/02/2009   A   40,385   08/02/2009(10) 02/02/2019 Common Stock 40,385 $ 0 40,385 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RISHI SATISH
4440 EL CAMINO REAL
LOS ALTOS, CA 94022		       Sr. VP and CFO  

Signatures

 /s/Michael Leshkiw, by power of attorney   02/04/2009
**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) Reporting Officer is the custodian of a minor's custodial account to which he gifted 700 shares of common stock on December 30, 2008.
(2) Reporting Officer is the custodian of a minor's custodial account to which he gifted 700 shares of common stock on December 30, 2008.
(3) Includes 9,000 shares represented by restricted stock units ("RSUs"). These 9,000 RSUs reflect the balance of securities beneficially owned following the reported transaction in Table II, row 1 of this report on Form 4. The 9,000 RSUs vest in three equal annual installments beginning on February 1, 2010 or the first trading day after February 1. The initial RSU award was reported in Table II of Form 4 filed with the SEC on February 5, 2008.
(4) Each RSU represents a contingent right to receive one share of Common Stock of Rambus Inc.
(5) Includes 50,000 shares represented by restricted stock units ("RSUs"). These 50,000 RSUs reflect the balance of securities beneficially owned following the reported transaction in Table II, row 2 of this report on Form 4. The 50,000 RSUs vest in two equal annual installments beginning on February 1, 2010 or the first trading day after February 1. The initial RSU award was reported in Table II of Form 4 filed with the SEC on October 22, 2007.
(6) Shares are represented by restricted stock units. The RSUs vest in four equal annual installments beginning on February 2, 2010 or the first trading day after February 2.
(7) Not applicable.
(8) The balance of unvested RSUs beneficially owned following the reported transaction is 9,000 RSUs and is now being reported in Table 1, row 1 of this report on Form 4.
(9) The balance of unvested RSUs beneficially owned following the reported transaction is 50,000 RSUs and is now being reported in Table 1, row 2 of this report on Form 4.
(10) Ten percent of the shares subject to the option vest on August 2, 2009 and one fifty-fourth of the shares shall vest monthly thereafter.
 
Remarks:
As previously reported in the remarks section of Mr. Rishi's Form 4 filing on October 22, 2007, his RSU grant on October 18, 2007 was noted as an annual performance grant from February 2006 contingent upon the Company's filing it's S-8 Registration Statement.  The annual performance grant was from February 2007.

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