COHU INC — Director's Dealing 2017

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2017-02-23

Reporting Person: DONAHUE JAMES A (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-23	Common Stock	M	32847	$15.50	Acquired	442048	Direct
2017-02-23	Common Stock	S	32847	$16.41	Disposed	409201	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	Employee Stock Option (Right to Buy)	$15.50	M	32847	Disposed	2017-12-04	Common Stock (32847)	Direct

Footnotes

F1: The shares with respect to this transaction were sold in multiple trades at prices ranging from $16.16 to $16.66; 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.

F2: Number of shares includes 127,832 Restricted Stock Units (RSU) and 57,477 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).

F3: The option vests in four equal installments beginning on December 04, 2008 (assuming continued employment).