PDF SOLUTIONS INC — Director's Dealing 2006

Dec 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2006-12-01

Reporting Person: HARTGRING CORNELIS (VP&GM Manu.Process Solutions)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-01	Common Stock	M	3000	$5.40	Acquired	7957	Direct
2006-12-01	Common Stock	S	3000	$14.95	Disposed	4957	Direct
2006-12-01	Common Stock	S	541	$14.95	Disposed	4416	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-01	2001 Stock Plan Option (Right to Buy)	$5.40	M	3000	Disposed	2012-09-02	Common Stock (3000)	Direct

Footnotes

F1: All transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 Sales Plan.

F2: The original stock option grant awarded in September 2002 granted the Reporting Person the right to buy 200,000 shares of common stock of PDFS (the "Total Shares") Twenty-five percent (25%) of the Total Shares vested on September 3, 2003 and 1/48th of the Total Shares continued to vest on the 3rd day of each month thereafter.