COHU INC — Director's Dealing 2013

Mar 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: McFarlane James G (President, Delta Kit Operation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-26	Restricted Stock Units	A	12005	$0.00	Acquired	12005	Direct
2013-03-26	Performance Stock Units	A	8778	$0.00	Acquired	8778	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-26	Employee Stock Option (Right to Buy)	$9.44	A	22940	Acquired	2023-03-26	Common Stock (22940)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	49208	Direct

Footnotes

F1: Number of shares includes 18,473 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).

F2: Each restricted stock unit (RSU) represents a contingent right to receive one share of Cohu, Inc. Common Stock upon vesting. The RSU vests in four equal annual installments beginning March 26, 2014 (assuming continued employment).

F3: Represents performance shares (restricted stock units) that will be converted on a one-for-one basis into shares of Cohu, Inc. common stock upon vesting. These performance shares 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 26, 2014 (subject to continued employment through each vest date). The number of shares shown is the target award level. The actual number of shares that may vest ranges from 0% to 150% of the target amount, depending on achievement of specified performance goals.

F4: The option vests in four equal installments beginning on March 26, 2014 (assuming continued employment).