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: JENSEN JAMES D (VP, Yield Aware - FDC)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-19	2001 Stock Plan Option (Right to Buy)	$15.01	D	100000	Disposed	2012-03-03	Common Stock (100000)	Direct
2008-08-19	2001 Stock Plan Option (Right to Buy)	$12.60	D	70000	Disposed	2013-12-14	Common Stock (70000)	Direct
2008-08-19	2001 Stock Plan Option (Right to Buy)	$14.58	D	24000	Disposed	2015-10-26	Common Stock (24000)	Direct
2008-08-19	2001 Stock Plan Option (right to buy)	$14.04	D	35000	Disposed	2016-10-31	Common Stock (35000)	Direct
2008-08-19	Restricted Stock Right	$	A	23811	Acquired		Common Stock (23811)	Direct
2008-08-19	Restricted Stock Right	$	A	16668	Acquired		Common Stock (16668)	Direct
2008-08-19	Restricted Stock Right	$	A	5715	Acquired		Common Stock (5715)	Direct
2008-08-19	Restricted Stock Right	$	A	8334	Acquired		Common Stock (8334)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1686	Direct

Footnotes

F1: Includes 1,018 shares that were purchased on December 31, 2007 under the PDF Solutions, Inc. Employee Stock Purchase Plan.

F2: 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.

F3: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on March 4, 2003 and 1/48th of the total shares vested on the 4th 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.

F4: 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 March 4, 2002. In exchange for the option, the reporting person received 23,811 restricted stock rights.

F5: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on December 15, 2004 and 1/48th of the total shares vested on the 15th 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.

F6: Pursuant to the Exchange Offer on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on December 15, 2003. In exchange for the option, the reporting person received 16,668 restricted stock rights.

F7: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on October 27, 2006 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.

F8: Pursuant to the Exchange Offer on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on October 27, 2005. In exchange for the option, the reporting person received 5,715 restricted stock rights.

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 the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on November 1, 2006. In exchange for the option, the reporting person received 8,334 restricted stock rights.

F11: Each restricted stock right ("RSR") represents a bookkeeping entry equal in value to one (1) share of common stock of PDF Solutions, Inc.

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.

F14: 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.