COHU INC — Director's Dealing 2015

Mar 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2015-03-24

Reporting Person: Chiang Hock Woo (VP Global Sales & Service)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-24	Restricted Stock Units	A	10554	$0.00	Acquired	10554	Direct
2015-03-24	Performance Stock Units	A	10554	$0.00	Acquired	10554	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39347	Direct

Footnotes

F1: Number of shares includes 36,309 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 and achievement of specified performance goals).

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 24, 2016 (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 24, 2017 (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 25% to 200% of the target amount, depending on achievement of specified performance goals.