PDF SOLUTIONS INC — Director's Dealing 2008

May 28, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HEINRICHS R STEPHEN (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	35000	Acquired	2018-05-21	Common Stock (35000)	Direct

Footnotes

F1: 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.