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PDF SOLUTIONS INC Director's Dealing 2012

May 24, 2012

32198_dirs_2012-05-24_f6e59e55-6dcc-4536-b5cf-52b2337721d9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HARTGRING CORNELIS (Vice President, CSS)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-22 Common Stock F 306 $8.79 Disposed 68256 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-05-22 Common Stock (Right to Buy) $8.79 A 10000 Acquired 2022-05-21 Common Stock (10000) Direct
2012-05-22 Common Stock (Right to Buy) $8.79 A 20000 Acquired 2022-05-21 Common Stock (20000) Direct

Footnotes

F1: This represents a disposition of shares to the Company to satisfy tax withholding obligations with respect to the vesting of restricted Stock rights. This is not a sale of shares in the market.

F2: Includes total of 10,000 shares of Company's Common Stock prior to this withholding that was awarded by the Company.

F3: 1/4th of the total number of shares subject to option will vest on the grant date and 1/4th of the total shares will vest each anniversary of the grant date, until fully vested, provided that the reporting person continues to remain employee of the Company

F4: 1/48th of the total number of shares subject to option will vest one month from the date and 1/48th of the total shares will vest each month, until fully vested, provided that the reporting person continues to remain employee of the Company.