PDF SOLUTIONS INC — Director's Dealing 2009

Nov 3, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2009-10-29

Reporting Person: LEO JOY E (Exe.VP/Chief Administration)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-29	2001 Stock Plan Option (right to buy)	$3.62	A	50000	Acquired	2019-10-28	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5495	Direct

Footnotes

F1: All shares of Common Stock that were purchased under the PDF Solutions, Inc.'s 2001 Employee Stock Purchase Plan as follows: 5,494 shares purchased on January 31, 2009 and 1 share purchased on July 31, 2009.

F2: 12/48ths of the total shares subject to the option (the "Total Shares") vest on October 29, 2010 and 1/48th of the Total Shares shall vest on the 29th day of each month thereafter, provided that the reporting person continues to remain in continuous service as defined in the PDF Solutions, Inc. 2001 Stock Plan.