PDF SOLUTIONS INC — Director's Dealing 2012

Mar 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2012-03-13

Reporting Person: SHAHBAZIAN MICHAEL (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-13	Common Stock	A	9000	—	Acquired	14646	Direct

Footnotes

F1: On March 13, 2012, the Board of Directors approved a grant to Mr. Shahbazian of stock purchase rights under the Company's 2011 Incentive Stock Plan covering 9,000 shares of the Company's Common Stock (the "RSU"). The RSU will vest (and shares will be issued) in the following manner: 4,500 of the total shares shall vest and become exercisable on March 26, 2012, and 4,500 of the total shares shall vest and become exercisable on April 15, 2012, provided that Mr. Shahbazian remains in continuous service with the Company through each such vesting date.

F2: Excludes the total of 3,354 shares disposition to satisfy tax withholding obligations with respect to the vesting of restricted stock rights granted by the Company on June 18, 2011 as reported on the Company's Form 3, filed on June 24, 2011.