COHU INC — Director's Dealing 2013

Mar 29, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2013-03-26

Reporting Person: Giarre Lorenzo (President, Ismeca)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$10.68	2023-01-22	Common Stock (43750)		Direct

Footnotes

F1: Number of shares include (i) 17,500 Restricted Stock Units (RSUs) (including shares that will be withheld to cover tax obligations) 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 four annual installments beginning January 22, 2014 (assuming continued employment through each vest date) and (ii) 17,500 Performance Share Units (PSUs) (including shares that will be withheld to cover tax obligations) that may be increased to 35,000 at the discretion of management and 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 annual installments beginning January 22, 2014 (subject to continued employment through each vest date).

F2: Exercisable as to 1/4 of the shares on the first four anniversary dates following 1/22/2013.