COHU INC — Director's Dealing 2016

Mar 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2016-03-22

Reporting Person: Muller Luis A (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-22	Restricted Stock Units	A	51312	$0.00	Acquired	51312	Direct
2016-03-22	Performance Stock Units	A	41050	$0.00	Acquired	41050	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	228382	Direct

Footnotes

F1: Number of shares includes 155,396 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. Of these RSUs, 41,050 vest in four equal annual installments beginning March 22, 2017, and 10,262 that vest in full on March 22, 2018 (assuming continued employment).

F3: Represents performance units (restricted stock units) that will be converted on a one-for-one basis into shares of Cohu, Inc. common stock upon vesting. These performance units will vest only after the achievement of specified performance goals (total shareholder return). Provided such goals are achieved, vesting is scheduled to occur in full on the third anniversary of the date of grant (March 22, 2019). (Subject to continued employment through 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.