COHU INC — Director's Dealing 2017

Mar 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2017-03-22

Reporting Person: von Fellenberg IAN (VP & General Manager, Ismeca)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-22	Restricted Stock Units	A	8998	$0.00	Acquired	8998	Direct
2017-03-22	Performance Stock Units	A	8998	$0.00	Acquired	8998	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34386	Direct

Footnotes

F1: Number of shares includes 22,051 Restricted Stock Units (RSU) and 12,335 Performance Stock Units (PSUs)(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. The RSU vests in four equal annual installments beginning March 22, 2018 (assuming continued employment).

F3: Represents performance shares (restricted stock units) that will be converted on a one-for-one basis into shares of Cohu, Inc. common stock upon vesting. These performance shares 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, 2020) (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.