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: ALLEN JOHN H (Vice President Administration)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-22	Common Stock	F	1167	$0.00	Disposed	130515	Direct
2017-03-22	Restricted Stock Units	A	5698	$0.00	Acquired	5698	Direct
2017-03-22	Performance Stock Units	A	5698	$0.00	Acquired	5698	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 54,401 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).

F3: Each restricted stock unit (RSU) represents a contingent right to receive one share of Cohu, Inc. Common Stock upon vesting. Of these RSUs 5,698 vest in four equal annual installments beginning March 22, 2018 (assuming continued employment).

F4: 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 22,2020) (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.