mm01-2710rambus_13g.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________
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SCHEDULE
13G
(RULE
13d-102)
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INFORMATION
TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2
___________
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(Amendment
No. __)*
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RAMBUS
INC.
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(Name
of Issuer)
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Common
Stock
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750917106
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(Title
of class of securities)
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(CUSIP
number)
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January
19, 2010
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(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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__________
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*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
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The
information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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Continued
on Following Pages
Page
1
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CUSIP
No.
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750917106
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13G
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Page 2 of
6
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1
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NAME
OF REPORTING
PERSON SAMSUNG ELECTRONICS CO.,
LTD.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
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(a)
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¨
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(b)
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¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION KOREA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
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9,576,250*
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6
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SHARED
VOTING POWER
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0
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7
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SOLE
DISPOSITIVE POWER
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9,576,250
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8
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SHARED
DISPOSITIVE POWER
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0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,576,250
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
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[ ]
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 8.3%
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12
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TYPE
OF REPORTING PERSON (See
Instructions) CO
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* SEE
ITEM 4 ON THE FOLLOWING PAGES
CUSIP
No.
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750917106
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13G
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Page 3
of 6
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ITEM
1.
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NAME
OF ISSUER AND ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE
OFFICES
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(a) – (b) This
Statement on Schedule 13G relates to the common stock, par value $0.001 per
share (“Common Stock”), of Rambus Inc., a Delaware corporation (the
“Issuer”). The address of the principal executive offices of the
Issuer is 4440 El Camino Real, Los Altos, California 94022.
ITEM
2. NAME OF PERSON
FILING
(a)
Name of Person Filing: Samsung Electronics Co., Ltd. (the “Reporting
Person”)
(b)
Address of Principal Business Office:
1320-10 Samsung Electronics Building
Seocho-Ku, Seocho2-Dong
Seoul 137-857 Korea
(c)
Citizenship: The Reporting Person is a corporation organized under
the laws of Korea.
(d) and
(e) For information with respect to the title of
class of securities and CUSIP number, see the cover page and Item 1
above.
ITEM
3.
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IF
THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS:
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(a) [ ]
Broker or dealer registered under Section 15 of the Act;
(b) [ ]
Bank as defined in Section 3(a)(6) of the Act;
(c) [ ]
Insurance company as defined in Section 3(a)(19) of the Act;
(d) [ ]
Investment company registered under Section 8 of the Investment Company Act of
1940;
(e) [ ]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ]
An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ]
A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ]
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
(i) [ ]
A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act;
(j) [ ]
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
CUSIP
No.
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750917106
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13G
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Page 4 of
6
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(k) [ ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing
as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution: _____________________
Not
applicable.
ITEM
4. OWNERSHIP
(a) –
(c) The response of the Reporting Person to
Items 5 through 11 of the cover page hereto is incorporated herein by
reference. The percentage ownership of the Reporting Person is based
on an aggregate of 114,994,293 shares of Common Stock outstanding, consisting of
(i) 105,418,043 shares of Common Stock outstanding as of September 30, 2009 (as
reported by the Issuer in its Report on Form 10-Q for the quarterly period ended
September 30, 2009) and (ii) 9,576,250 shares of Common Stock issued to the
Reporting Person (the “Shares”) under a Stock Purchase Agreement, dated as of
January 19, 2010, between the Issuer and the Reporting Person (the
“Agreement”). Pursuant to the Agreement, among other things, the
Reporting Person agreed with the Issuer as to how the Shares shall be voted by
the Reporting Person and as to certain restrictions on dispositions of Shares by
the Reporting Person, in each case, for certain periods and as otherwise
provided in the Agreement.
ITEM
5. OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the
following [ ].
ITEM
6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
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Not
applicable.
ITEM
7.
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON
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Not
applicable.
ITEM
8. IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP
Not
applicable.
ITEM
9. NOTICE OF
DISSOLUTION OF GROUP
Not
applicable.
CUSIP
No.
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750917106
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13G
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Page 5 of
6
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By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
[Remainder
of page intentionally left blank]
CUSIP
No.
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750917106
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13G
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Page 6 of
6
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: January
26, 2010
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SAMSUNG
ELECTRONICS CO., LTD.
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By:
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/s/ Jay
Shim
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Name:
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Jay
Shim
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Title:
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Vice
President/General Manager
&
General Patent Counsel
Intellectual
Property Team
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