Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 22, 2012, Rambus Inc. (the "Company") issued a press release announcing a restructuring of the Company. Included in that press release, the Company announced that Sharon Holt, senior vice president and general manager, semiconductor business group, will resign from her position effective August 30, 2012. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in the press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 8.01 - Other Events.

On August 22, 2012, the Company issued a press release announcing a restructuring of the Company resulting in expected overall cash savings of $30-$35 million annually. The reductions in expense and associated workforce will begin in the coming weeks and are expected to be completed during the fourth quarter of 2012. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein for information concerning the restructuring. The information in the press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated August 22, 2012.

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