PDF SOLUTIONS INC — Director's Dealing 2009

Dec 18, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2009-12-16

Reporting Person: MICHAELS KIMON (Director, VP-Design for Manufacturabilit)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-16	Common Stock	A	26667	—	Acquired	1474367	Direct
2009-12-16	Common Stock	A	10000	—	Acquired	1484367	Direct
2009-12-16	Common Stock	A	4167	—	Acquired	77518	Indirect
2009-12-16	Common Stock	A	6334	—	Acquired	83852	Indirect
2009-12-16	Common Stock	A	6667	—	Acquired	90519	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-16	2001 Stock Plan Option (Right to Buy)	$6.39	D	80000	Disposed	2013-04-20	Common Stock (80000)	Direct
2009-12-16	2001 Stock Plan Option (Right to Buy)	$8.92	D	30000	Disposed	2017-11-06	Common Stock (30000)	Direct
2009-12-16	2001 Stock Plan Option (Right to Buy)	$6.55	D	12500	Disposed	2013-03-31	Common Stock (12500)	Indirect
2009-12-16	2001 Stock Plan Option (Right to Buy)	$9.59	D	19000	Disposed	2014-05-02	Common Stock (19000)	Indirect
2009-12-16	2001 Stock Plan Option (Right to Buy)	$8.92	D	20000	Disposed	2017-11-06	Common Stock (20000)	Indirect

Footnotes

F1: All transactions on this Form 4 report occurred immediately following the close of PDF Solutions, Inc.'s ("PDFS") offer to exchange described in Schedule TO-1 filed on November 17, 2009, as amended (the "Exchange Offer"). The close of the Exchange Offer occurred at 12 a.m. EST on December 16, 2009 (the "Transaction Date").

F2: Pursuant to the Exchange Offer, on the Transaction Date, PDFS cancelled an option granted to the reporting person on April 21, 2003. In exchange for the cancelled option, the reporting person received 26,667 RSRs which will vest as to 25% on March 15, 2010, 25% on September 15, 2010, 25% on March 15, 2011 and 25% on September 15, 2011, subject to the reporting person's continued service with PDFS, or an affiliate thereof, through each vesting date (the "RSR Vesting Schedule").

F3: Each RSR represents a bookkeeping entry equal in value to 1 share of PDFS common stock that will be automatically settled in shares upon vesting of the RSR.

F4: Pursuant to the Exchange Offer, on the Transaction Date, PDFS cancelled an option granted to the reporting person on November 7, 2007. In exchange for the cancelled option, the reporting person received 10,000 RSRs which will vest in accordance with the RSR Vesting Schedule.

F5: This amount includes 47,619 RSRs, each of which represents a bookeeping entry equal in value to 1 share of PDFS common stock that will be automatically settled in shares upon vesting of the RSR. This amount also includes 1,436,748 shares of outstanding PDFS common stock.

F6: Pursuant to the Exchange Offer, on the Transaction Date, PDFS cancelled an option granted to the reporting person on April 1, 2003. In exchange for the cancelled option, the reporting person received 4,167 RSRs which will vest in accordance with the RSR Vesting Schedule.

F7: Pursuant to the Exchange Offer, on the Transaction Date, PDFS cancelled an option granted to the reporting person on May 3, 2004. In exchange for the cancelled option, the reporting person received 6,334 RSRs which will vest in accordance with the RSR Vesting Schedule.

F8: Pursuant to the Exchange Offer, on the Transaction Date, PDFS cancelled an option granted to the reporting person on November 7, 2007. In exchange for the cancelled option, the reporting person received 6,667 RSRs which will vest in accordance with the RSR Vesting Schedule.

F9: This amount includes 20,781 RSRs, each of which represents a bookeeping entry equal in value to 1 share of PDFS common stock that will be automatically settled in shares upon vesting of the RSR. This amount also includes 69,738 shares of outstanding PDFS common stock.

F10: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on April 21, 2004 and 1/48th of the total shares vested on the 21st day of each month thereafter, subject to the reporting person's continued service with PDFS, or an affiliate thereof, through each vesting date. The options were fully vested at the time of cancellation.

F11: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on November 7, 2008 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 PDFS, or an affiliate thereof, through each vesting date.

F12: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on April 1, 2004 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 PDFS, or an affiliate thereof, through each vesting date. The options were fully vested at the time of cancellation.

F13: The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on May 3, 2005 and 1/48th of the total shares vested on the 3rd day of each month thereafter, subject to the reporting person's continued service with PDFS, or an affiliate thereof, through each vesting date. The options were fully vested at the time of cancellation.