PDF SOLUTIONS INC — Director's Dealing 2013

May 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2013-05-28

Reporting Person: HARTGRING CORNELIS (Vice President, CSS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-28	Common Stock	A	13915	—	Acquired	36403	Direct
2013-05-28	Common Stock	F	654	$18.59	Disposed	35749	Direct

Footnotes

F1: These shares represent an award of restricted stock units. Of the total shares, (1) 6,957 shares of restricted stock units shall vest as follows: 25% of the Total Shares vested on the May 28, 2013 and 25% of the Total Shares shall vest annually thereafter until fully vested, subject to the Recipient's continued Service through each applicable vesting date; and (2) 6,958 shares of restricted stock units shall vest as follows: 12.5% of the Total Shares vested on the date that is six (6) month after May 1, 2013 and 12.5% of the Total Shares shall vest on each date that is six (6) months thereafter until fully vested, subject to the Recipient's continued Service through each applicable vesting date.

F2: 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.