COHU INC — Director's Dealing 2017

May 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2017-05-03

Reporting Person: Muller Luis A (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-03	Common Stock	M	1000	$13.77	Acquired	364686	Direct
2017-05-03	Common Stock	S	1000	$19.64	Disposed	363686	Direct
2017-05-03	Common Stock	M	14000	$15.85	Acquired	377686	Direct
2017-05-03	Common Stock	S	14000	$19.26	Disposed	363686	Direct
2017-05-03	Common Stock	M	20000	$10.58	Acquired	383686	Direct
2017-05-03	Common Stock	S	20000	$19.27	Disposed	363686	Direct
2017-05-03	Common Stock	M	15000	$9.44	Acquired	378686	Direct
2017-05-03	Common Stock	S	15000	$19.27	Disposed	363686	Direct
2017-05-04	Common Stock	M	194	$13.77	Acquired	363880	Direct
2017-05-04	Common Stock	S	194	$19.20	Disposed	363686	Direct
2017-05-04	Common Stock	M	14750	$15.85	Acquired	378436	Direct
2017-05-04	Common Stock	S	14750	$19.48	Disposed	363686	Direct
2017-05-04	Common Stock	M	30000	$10.58	Acquired	393686	Direct
2017-05-04	Common Stock	S	30000	$19.55	Disposed	363686	Direct
2017-05-04	Common Stock	M	5056	$9.44	Acquired	368742	Direct
2017-05-04	Common Stock	S	5056	$19.62	Disposed	363686	Direct
2017-05-05	Common Stock	M	13556	$13.77	Acquired	377242	Direct
2017-05-05	Common Stock	S	13556	$19.07	Disposed	363686	Direct
2017-05-05	Common Stock	M	7165	$10.58	Acquired	370851	Direct
2017-05-05	Common Stock	S	7165	$18.99	Disposed	363686	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-03	Employee Stock Option (Right to Buy)	$13.77	M	1000	Disposed	2020-10-26	Common Stock (1000)	Direct
2017-05-03	Employee Stock Option (Right to Buy)	$15.85	M	14000	Disposed	2021-01-10	Common Stock (14000)	Direct
2017-05-03	Employee Stock Option (Right to Buy)	$10.58	M	20000	Disposed	2022-03-06	Common Stock (20000)	Direct
2017-05-03	Employee Stock Option (Right to Buy)	$9.44	M	15000	Disposed	2023-03-26	Common Stock (15000)	Direct
2017-05-04	Employee Stock Option (Right to Buy)	$13.77	M	194	Disposed	2020-10-26	Common Stock (194)	Direct
2017-05-04	Employee Stock Option (Right to Buy)	$15.85	M	14750	Disposed	2021-01-10	Common Stock (14750)	Direct
2017-05-04	Employee Stock Option (Right to Buy)	$10.58	M	30000	Disposed	2022-03-06	Common Stock (30000)	Direct
2017-05-04	Employee Stock Option (Right to Buy)	$9.44	M	5056	Disposed	2023-03-26	Common Stock (5056)	Direct
2017-05-05	Employee Stock Option (Right to Buy)	$13.77	M	13556	Disposed	2020-10-26	Common Stock (13556)	Direct
2017-05-05	Employee Stock Option (Right to Buy)	$10.58	M	7165	Disposed	2022-03-06	Common Stock (7165)	Direct

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 24, 2017 (the "Plan"). The Plan was terminated on May 5, 2017.

F2: The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.45 to $19.98; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: Number of shares includes 220,966 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).

F4: The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.15 to $19.45; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F5: The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.24 to $19.46; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F6: The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.21 to $19.35; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F7: The shares with respect to this transaction were sold in multiple trades at a price of $19.20; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F8: The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.25 to $19.72; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F9: The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.39 to $19.79; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F10: The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.62 to $19.65; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F11: The shares with respect to this transaction were sold in multiple trades at prices ranging from $18.81 to $19.74; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F12: The shares with respect to this transaction were sold in multiple trades at prices ranging from $18.94 to $19.03; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F13: The option vests in four equal installments beginning on October 26, 2011 (assuming continued employment).

F14: The option vests in four equal installments beginning on January 10, 2012 (assuming continued employment).

F15: The option vests in four equal installments beginning on March 06, 2013 (assuming continued employment).

F16: The option vests in four equal installments beginning on March 26, 2014 (assuming continued employment).