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PDF SOLUTIONS INC Director's Dealing 2008

May 28, 2008

32198_dirs_2008-05-27_89f7da01-04e4-4027-86f4-30b742c01b7d.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2008-05-22

Reporting Person: BILLAT SUSAN (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-05-22 2001 Stock Plan Option (right to buy) $5.40 A 20000 Acquired 2018-05-21 Common Stock (20000) Direct

Footnotes

F1: The initial Form 4 report filed earlier today reflected that the reporting person was awarded an option to purchase 15,000 shares of Issuer's common stock. This amendment is filed to reflect that the reporting person was granted an additional 5,000 options. Therefore, on May 22, 2008 the reporting person was awarded options to purchase a total of 20,000 shares of Issuer's common stock.

F2: 12/48ths of the total shares subject to the option (the "Total Shares") vest on May 22, 2009 and 1/48th of the Total Shares shall vest on the 22nd day of each month thereafter, provided that the reporting person continues to serve as a Director of PDFS.