PDF SOLUTIONS INC — Director's Dealing 2008

Aug 21, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2008-08-18

Reporting Person: Jones Keith A (CFO and VP, Finance & Asst Sec)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-18	2001 Stock Plan Option (Right to Buy)	$11.50	D	16000	Disposed	2013-08-25	Common Stock (16000)	Direct
2008-08-18	Restricted Stock Right	$	A	3810	Acquired		Common Stock (3810)	Direct
2008-08-18	2001 Stock Plan Option (Right to Buy)	$15.77	D	125000	Disposed	2015-10-12	Common Stock (125000)	Direct
2008-08-18	Restricted Stock Right	$	A	29763	Acquired		Common Stock (29763)	Direct
2008-08-18	2001 Stock Plan Option (right to buy)	$14.04	D	30000	Disposed	2016-10-31	Common Stock (30000)	Direct
2008-08-18	Restricted Stock Right	$	A	7143	Acquired		Common Stock (7143)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6341	Direct

Footnotes

F1: Includes 2,341 shares of Common Stock that were purchased under the PDF Solutions, Inc. Employee Stock Purchase Plan as follows: 704 shares purchased on December 31, 2007 and 1,637 shares purchased on July 31, 2008.

F2: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on August 26, 2004 and 1/48th of the total shares vested on the 26th 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 August 18, 2008, PDF Solutions, Inc. cancelled an option granted to the reporting person on Auust 26, 2003. In exchange for the option, the reporting person received 3,810 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: 50% of the total number of rights will vest on May 15, 2009 and 50% will vest 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 October 13, 2006 and 1/48th of the total shares vested on the 13th 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 August 18, 2008, PDF Solutions, Inc. cancelled an option granted to the reporting person on October 13, 2005. In exchange for the option, the reporting person received 29,763 restricted stock rights.

F8: 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.

F9: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on November 1, 2007 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.

F10: Pursuant to the Exchange Offer on August 18, 2008, PDF Solutions, Inc. cancelled an option granted to the reporting person on November 1, 2006. In exchange for the option, the reporting person received 7,143 restricted stock rights.

F11: 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.