PDF SOLUTIONS INC — Director's Dealing 2012

May 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2012-05-22

Reporting Person: Caulfield Thomas (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-22	Common Stock	A	3750	$8.79	Acquired	25715	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-22	Stock Options (Right to Buy)	$8.79	A	11250	Acquired	2022-05-21	Common Stock (11250)	Direct

Footnotes

F1: 1/4th of the total shares subject to the option will vest on the grant date and 1/48th of the total shares will vest monthly after the grant date until fully vested, provided that the reporting person continues to serve as a director on the Board of Directors.