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COHU INC Director's Dealing 2012

May 9, 2012

32277_dirs_2012-05-09_4dc562d8-6912-4764-b858-d0f4cc343bf1.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: 2012-05-09

Reporting Person: BILODEAU STEVEN J (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-09 Restricted Stock Units A 7500 $0.00 Acquired 7500 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 23711.11 Direct

Footnotes

F1: Includes 6,100 Restricted Stock Units (RSUs) and 10,411.11 DSUs. Each RSU represents a contingent right to receive one share of Cohu, Inc. Common Stock upon vesting (assuming continued service to the Board). Grant of Phantom Stock in the form of Deferred Stock Units (DSUs) for payment of Director Fees and dividends. Each DSU is equal to one share of Cohu, Inc. Common Stock and will be settled through the issuance of common stock upon reporting person's termination of service as a director.

F2: Each restricted stock unit (RSU) represents a contingent right to receive one share of Cohu, Inc. Common Stock upon vesting. The RSU vests on May 9, 2013 (assuming continued service to the Board).