COHU INC — Director's Dealing 2011

May 31, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2011-05-27

Reporting Person: Hopkins Roger J (VP Sales & Service)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-27	Common Stock	M	3111	$7.32	Acquired	12376	Direct
2011-05-27	Common Stock	S	3111	$13.06	Disposed	9265	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-27	Employee Stock Option (Right to Buy)	$7.32	M	3111	Disposed	2019-03-20	Common Stock (3111)	Direct

Footnotes

F1: The shares with respect to this transaction were sold in multiple trades at prices ranging from $12.90 to $13.15; the price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F2: Number of shares includes 6,771 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 annual installments (assuming continued employment).

F3: The option vests in four equal installments beginning on March 20, 2010 (assuming continued employment).