PDF SOLUTIONS INC — Director's Dealing 2008

Aug 27, 2008

SEC Form 4/A — Form 4/A

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2008-08-19

Reporting Person: Yu Albert YC (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-19	2001 Stock Plan Option (Right to Buy)	$16.00	D	30000	Disposed	2015-07-31	Common Stock (30000)	Direct
2008-08-19	Restricted Stock Right	$	A	7143	Acquired		Common Stock (7143)	Direct
2008-08-19	2001 Stock Plan Option (Right to Buy)	$13.60	D	15000	Disposed	2016-05-23	Common Stock (15000)	Direct
2008-08-19	Restricted Stock Right	$	A	3572	Acquired		Common Stock (3572)	Direct
2008-08-19	2001 Stock Plan Option (right to buy)	$11.49	D	5000	Disposed	2017-02-01	Common Stock (5000)	Direct
2008-08-19	Restricted Stock Right	$	A	1191	Acquired		Common Stock (1191)	Direct
2008-08-19	2001 Stock Plan Option (right to buy)	$10.43	D	15000	Disposed	2017-05-29	Common Stock (15000)	Direct
2008-08-19	Restricted Stock Right	$	A	3572	Acquired		Common Stock (3572)	Direct
2008-08-19	2001 Stock Plan Option (right to buy)	$10.35	D	5000	Disposed	2017-06-05	Common Stock (5000)	Direct
2008-08-19	Restricted Stock Right	$	A	1191	Acquired		Common Stock (1191)	Direct
2008-08-19	2001 Stock Plan Option (right to buy)	$12.26	D	2158	Disposed	2017-07-19	Common Stock (2158)	Direct
2008-08-19	Restricted Stock Right	$	A	514	Acquired		Common Stock (514)	Direct

Footnotes

F1: All transactions on this Form 4 report occurred at 12:12 a.m. EDT on August 19, 2008 (the "Transaction Date"). This amended report is filed to correct a typographical error in Box 3 and Column 3 of Table II.

F2: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on August 1, 2006 and 1/48th of the total shares vested on the 1st day of each month thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances.

F3: Pursuant to PDF Solutions, Inc.'s offer to exchange described in Schedule TO-1 filed on June 10, 2008, as amended, (the "Exchange Offer") on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on August 1, 2005. In exchange for the option, the reporting person received 7,143 restricted stock rights.

F4: Each restricted stock right ("RSR") represents a bookkeeping entry equal in value to one (1) share of common stock of PDF Solutions, Inc.

F5: 16.7% of the total number of rights will vest on May 15, 2009 and 16.66% will vest every six (6) months thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an eligible affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. The RSR will be automatically settled in shares upon vesting of the RSR.

F6: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on May 24, 2007 and 1/48th of the total shares vested on the 24th day of each month thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances.

F7: Pursuant to the Exchange Offer on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on May 24, 2006. In exchange for the option, the reporting person received 3,572 restricted stock rights.

F8: 12.5% of the total number of rights will vest on May 15, 2009 and 12.5% will vest every six (6) months thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an eligible affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. The RSR will be automatically settled in shares upon vesting of the RSR.

F9: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on February 2, 2008 and 1/48th of the total shares vested on the 2nd day of each month thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances.

F10: Pursuant to the Exchange Offer on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on February 2, 2007. In exchange for the option, the reporting person received 1,191 restricted stock rights.

F11: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on May 30, 2008 and 1/48th of the total shares vested on the 30th day of each month thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances.

F12: Pursuant to the Exchange Offer on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on May 30, 2007. In exchange for the option, the reporting person received 3,572 restricted stock rights.

F13: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on June 6, 2008 and 1/48th of the total shares vested on the 6th day of each month thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances.

F14: Pursuant to the Exchange Offer on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on June 6, 2007. In exchange for the option, the reporting person received 1,191 restricted stock rights.

F15: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on July 20, 2008 and 1/48th of the total shares vested on the 20th day of each month thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances.

F16: Pursuant to the Exchange Offer on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on July 20, 2007. In exchange for the option, the reporting person received 514 restricted stock rights.