COHU INC — Director's Dealing 2015

Jan 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2014-12-31

Reporting Person: DONAHUE JAMES A (Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-31	Common Stock	A	276	$0.00	Disposed	359496	Direct

Footnotes

F1: Grant of Phantom Stock in the form of Deferred Stock Units (DSUs) for payment of dividends on deferred Restricted Stock Units (RSUs) accrued throughout the year. Each DSU is equal to one share of Cohu, Inc. Common Stock and will be settled through the issuance of common stock upon reporting person's specified deferral date (assuming continued employment).

F2: Number of shares includes 205,211 Restricted Stock Units (RSU) (excluding the impact of shares that will be withheld to cover tax obligations) and 18,705 Deferred Stock Units (DSUs) 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).