PDF SOLUTIONS INC — Director's Dealing 2012

May 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2012-05-07

Reporting Person: HARTGRING CORNELIS (Vice President, CSS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-07	Common Stock	M	10000	$5.40	Acquired	69108	Direct
2012-05-07	Common Stock	S	10000	$10.40	Disposed	59108	Direct
2012-05-08	Common Stock	M	320	$5.40	Acquired	59428	Direct
2012-05-08	Common Stock	S	200	$10.40	Disposed	59228	Direct
2012-05-08	Common Stock	S	120	$10.42	Disposed	59108	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-07	Stock Option (Right to Buy)	$5.40	M	10000	Acquired	2012-09-02	Common Stock (10000)	Direct
2012-05-08	Stock Option (Right to Buy)	$5.40	M	320	Acquired	2012-09-02	Common Stock (320)	Direct

Footnotes

F1: All transactions reported on this Form 4 were effected pursuant to a Rule 10b-5 Sales Plan.

F2: Includes 2,434 shares of common stock that were purchased on January 31, 2012 under the PDFS Employee Stock Purchase Plan.