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COHU INC Director's Dealing 2007

Dec 6, 2007

32277_dirs_2007-12-06_cc3b2a0e-d024-47c4-90e5-c6386c3b074b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2007-12-04

Reporting Person: McFarlane James G (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-12-04 Restricted Stock Units A 4667 $0.00 Acquired 4667 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-12-04 Employee Stock Option (Right to Buy) $15.50 A 11500 Acquired 2017-12-04 Common Stock (11500) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 23100 Direct

Footnotes

F1: Number of shares includes 4,062 Restricted Stock Units (RSU) (excluding the impact of shares that will be withheld to cover tax obligations) previously reported that in the future will be converted on a one-for-one basis into shares of Cohu, Inc. Common Stock, immediately upon vesting which vesting is scheduled to occur in three equal annual installments (assuming continued employment).

F2: Each RSU represents a contingent right to receive one share of Cohu, Inc. Common Stock upon vesting. The RSU vests in four equal annual installments beginning December 4, 2008 (assuming continued employment).

F3: The option vests in four equal annual installments beginning December 4, 2008 (assuming continued employment).