COHU INC — Director's Dealing 2017

May 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2017-05-02

Reporting Person: BOHRSON CHRISTOPHER (VP & General Manager, Delta)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-02	Common Stock (ESPP)	A	1221	$9.45	Acquired	27975	Direct

Footnotes

F1: These shares were acquired under the Cohu, Inc. 1997 Employee Stock Purchase Plan (the Plan), for the purchase period of November 1, 2016 through April 30, 2017. This transaction is exempt pursuant to Rule 16-b3(c).

F2: The Offering Period (as defined in the Plan) ended April 30, 2017, and the shares were acquired on May 2, 2017.

F3: In accordance with the Plan, these shares were purchased at a price not less than eighty-five percent (85%) of the lesser of (a) the Fair Market Value of a share of Stock on the Offering Date of the Offering Period, or (b) the Fair Market Value of a share of Stock on the Purchase Date of the Offering Period (as defined in the Plan) as of April 28, 2017, the last trading day prior to the end of the Offering Period.

F4: Number of shares includes 26,754 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).