COHU INC — Director's Dealing 2011

Mar 14, 2011

SEC Form 4/A — Form 4/A

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2010-08-17

Reporting Person: Walsh James P (VP Manufacturing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-17	Common Stock	F	413	$12.05	Disposed	5888	Direct

Footnotes

F1: Represents shares that were automatically withheld from shares issued upon vesting of Restricted Stock Units (RSUs) to cover tax obligations in a transaction exempt under Rule 16(b)-3. This amended Form 4 is being filed to correct the number of shares disposed (from 344 to 413) and the shares Beneficially Owned (from 5,528 to 5,459). This difference was also incorrectly reported on Form 4 filed December 6, 2010.

F2: Number of shares includes 2,333 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).