COHU INC — Director's Dealing 2012

Mar 12, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2012-03-06

Reporting Person: KABBANI SAMER (VP Engineering)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	51355	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$18.35	2013-12-11	Common Stock (1250)		Direct
Employee Stock Option (Right to Buy)	$15.04	2014-10-27	Common Stock (11250)		Direct
Employee Stock Option (Right to Buy)	$16.40	2016-08-17	Common Stock (11250)		Direct
Employee Stock Option (Right to Buy)	$15.50	2017-12-04	Common Stock (11500)		Direct
Employee Stock Option (Right to Buy)	$7.32	2019-03-20	Common Stock (45000)		Direct
Employee Stock Option (Right to Buy)	$13.77	2020-10-26	Common Stock (21250)		Direct
Employee Stock Option (right to Buy)	$15.85	2021-01-10	Common Stock (23750)		Direct
Employee Stock Option (right to Buy)	$10.58	2022-03-06	Common Stock (22653)		Direct

Footnotes

F1: Number of shares include (i) 24,756 Restricted Stock Units (RSUs) that in the future will be converted on a one-for-one basis into shares of Cohu, Inc. Common Stock, immediately upon vesting which is scheduled to occur in annual installments (assuming continued employment) and (ii) 8,979 Performance Shares (PSUs) (restricted stock units) that will be converted on a one-for-one basis into shares of Cohu, Inc. common stock upon vesting. These PSUs will vest only after the achievement of specified performance goals. Provided such goals are achieved, vesting is scheduled to occur no earlier than three equal annual installments beginning March 6, 2013 (subject to continued employment through each vest date). The 8,979 shares is the target award level with the actual number of shares that may vest ranging from 0% to 150% of the target amount, depending on achievement of the performance goals.

F2: Exercisable as to 1/4 of the shares on the first four anniversary dates following 12/11/2003.

F3: Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/27/2004.

F4: Exercisable as to 1/4 of the shares on the first four anniversary dates following 8/17/2006.

F5: Exercisable as to 1/4 of the shares on the first four anniversary dates following 12/04/2007.

F6: Exercisable as to 1/4 of the shares on the first four anniversary dates following 03/20/2009.

F7: Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/26/2010.

F8: Exercisable as to 1/4 of the shares on the first four anniversary dates following 01/10/2011.

F9: Exercisable as to 1/4 of the shares on the first four anniversary dates following 03/06/2012.