COHU INC — Director's Dealing 2014

Mar 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2014-03-25

Reporting Person: Portmann Peter Fritz (VP Cohu SEG Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-25	Restricted Stock Units	A	11000	$0.00	Acquired	11000	Direct
2014-03-25	Performance Stock Units	A	11000	$0.00	Acquired	11000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12000	Direct

Footnotes

F1: Number of shares includes 9,000 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 25, 2015 (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 two equal annual installments beginning March 25, 2016 (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 187.5% of the target amount, depending on achievement of specified performance goals.