COHU INC — Director's Dealing 2018

Mar 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COHU INC (COHU)
CIK: 0000021535
Period of Report: 2018-03-20

Reporting Person: Jones Jeffrey D (VP Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-20	Restricted Stock Units	A	13181	$0.00	Acquired	186262	Direct
2018-03-20	Performance Stock Units	A	13181	$0.00	Acquired	199443	Direct

Footnotes

F1: Each restricted stock unit (RSU) represents a contingent right to receive one share of Cohu, Inc. Common Stock upon vesting. The RSUs vest in four equal annual installments beginning March 20, 2019 (assuming continued employment).

F2: Represents performance units (also referred to as RSUs) 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 and subject to continued employment through the vesting date, vesting is scheduled to occur in full on the third anniversary of the date of the grant (March 20, 2021). 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.

F3: Number of shares includes 120,293 RSUs (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 the vesting dates (assuming continued employment and achievement of specified performance goals).