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COHU INC Director's Dealing 2017

May 13, 2017

32277_dirs_2017-05-12_4fcb9c1d-7d44-4647-aafb-d32196582b79.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2017-05-10

Reporting Person: DONAHUE JAMES A (Director, Chairman)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-10 Common Stock F 3132 $0.00 Disposed 401076 Direct
2017-05-10 Restricted Stock Units A 5252 $0.00 Acquired 5252 Direct

Footnotes

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

F2: Number of shares includes 34,459 Restricted Stock Units (RSU) and 70,670 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 service to the Board and achievement of specified performance goals).

F3: Each RSU represents a contingent right to receive one share of Cohu, Inc. Common Stock upon vesting. The RSUs vest on the earlier to occur of (a) the one-year anniversary of the May 10,2017, grant date or (b) the 2018 Cohu, Inc. Annual Meeting of Stockholders (assuming continued service to the Board).