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PDF SOLUTIONS INC — Director's Dealing 2008
Aug 21, 2008
32198_dirs_2008-08-20_6d06ac88-b04c-44ae-a718-a12ac379178e.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2008-08-18
Reporting Person: JOSEPH DAVID (Chief Strategy Officer, Acting President, PDF Japan)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2008-08-18 | 2001 Stock Plan Option (Right to Buy) | $10.00 | D | 50000 | Disposed | 2011-09-30 | Common Stock (50000) | Direct |
| 2008-08-18 | 2001 Stock Plan Option (Right to Buy) | $12.87 | D | 30000 | Disposed | 2012-05-06 | Common Stock (30000) | Direct |
| 2008-08-18 | 2001 Stock Plan Option (right to buy) | $14.04 | D | 45000 | Disposed | 2016-10-31 | Common Stock (45000) | Direct |
| 2008-08-18 | 2001 Stock Plan Option (Right to Buy) | $14.58 | D | 25000 | Disposed | 2015-10-26 | Common Stock (25000) | Direct |
| 2008-08-18 | Restricted Stock Right | $ | A | 11906 | Acquired | Common Stock (11906) | Direct | |
| 2008-08-18 | Restricted Stock Right | $ | A | 7144 | Acquired | Common Stock (7144) | Direct | |
| 2008-08-18 | Restricted Stock Right | $ | A | 5954 | Acquired | Common Stock (5954) | Direct | |
| 2008-08-18 | Restricted Stock Right | $ | A | 10715 | Acquired | Common Stock (10715) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 200304 | Direct |
Footnotes
F1: Includes 3,604 shares of Common Stock that were purchased under the PDF Solutions, Inc. Employee Stock Purchase Plan as follows: 830 shares purchased on December 31, 2007 and 2,774 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 October 1, 2002 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 August 18, 2008, PDF Solutions, Inc. cancelled an option granted to the reporting person on October 1, 2001. In exchange for the option, the reporting person received 11,906 restricted stock rights.
F4: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on May 7, 2002 and 1/48th of the total shares vested on the 7th 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.
F5: Pursuant to the Exchange Offer on August 18, 2008, PDF Solutions, Inc. cancelled an option granted to the reporting person on May 7, 2002. In exchange for the option, the reporting person received 7,144 restricted stock rights.
F6: 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 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.
F7: 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 10,715 restricted stock rights.
F8: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on October 27, 2005 and 1/48th of the total shares vested on the 27th 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.
F9: Pursuant to the Exchange Offer on August 18, 2008, PDF Solutions, Inc. cancelled an option granted to the reporting person on October 27, 2005. In exchange for the option, the reporting person received 5,954 restricted stock rights.
F10: Each restricted stock right ("RSR") represents a bookkeeping entry equal in value to one (1) share of common stock of PDF Solutions, Inc.
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.
F12: 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.
F13: 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.