COHU INC — Director's Dealing 2013

Mar 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2013-03-06

Reporting Person: Hopkins Roger J (VP Sales & Service)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-06	Common Stock	F	929	$9.55	Disposed	13932	Direct

Footnotes

F1: Represents shares that were automatically withheld upon vesting of performance shares (PSUs) and restricted stock (RSUs) to cover tax obligations in a transaction exempt under Rule 16(b)-3.

F2: Number of shares includes: (a) 1,964 performance shares, as adjusted based on achievement of 2012 Performance Goals, previously reported that will vest in two annual amounts; and (b) 5,813 restricted stock units that will vest in annual amounts (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 (assuming continued employment).