COHU INC — Director's Dealing 2013

Jan 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2013-01-10

Reporting Person: KABBANI SAMER (VP Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-10	Common Stock	F	1006	$10.56	Disposed	50880	Direct

Footnotes

F1: Represents shares that were automatically withheld from shares issued upon vesting of Restricted Stock Units (RSUs) to cover tax obligations in a transaction exempt under Rule 16(b)-3.

F2: Number of shares includes 20,589 Restricted Stock Units (RSUs) (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). Number of shares also includes 8,979 performance shares (restricted stock units) previously reported 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 achievement of specified performance goals and the actual number of shares that may vest ranges from 0% to 150% of the target amount, depending on achievement of specified performance goals. Provided such goals are achieved, vesting is scheduled to occur in annual installments (assuming continued employment).