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COHU INC Director's Dealing 2008

May 21, 2008

32277_dirs_2008-05-21_3d9857cf-aa74-4942-af58-0111f8116ace.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: 2008-05-20

Reporting Person: SCHOLEFIELD COLIN P (Senior VP, Sales & Service)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-05-20 Common Stock M 5000 $11.66 Acquired 11982 Direct
2008-05-20 Common Stock M 6000 $12.07 Acquired 17982 Direct
2008-05-20 Common Stock S 4556 $16.90 Disposed 13426 Direct
2008-05-20 Common Stock S 5000 $17.15 Disposed 8426 Direct
2008-05-20 Common Stock S 444 $17.20 Disposed 7982 Direct
2008-05-20 Common Stock S 1000 $17.21 Disposed 6982 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-05-20 Employee Stock Option (Right to Buy) $12.07 M 6000 Disposed 2009-03-10 Common Stock (6000) Direct
2008-05-20 Employee Stock Option (Right to Buy) $11.66 M 5000 Disposed 2012-10-14 Common Stock (5000) Direct

Footnotes

F1: Number of shares includes 6,979 Restricted Stock Units (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 or four equal annual installments (assuming continued employment).

F2: The option vested in four equal annual installments beginning 3/10/2000.

F3: The option vested in four equal annual installments beginning 10/14/2003.