PDF SOLUTIONS INC — Director's Dealing 2014

Jun 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2014-06-01

Reporting Person: WALKER GREGORY C (CFO, VP Finance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-01	Common Stock	A	12375	—	Acquired	18950	Direct
2014-06-01	Common Stock	F	459	$19.92	Disposed	18491	Direct

Footnotes

F1: These shares represent an award of restricted stock units. Of the total shares, (1) 4,875 shares of restricted stock units shall vest as follows: 25% of the Total Shares vested on the June 1, 2014 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) 7,500 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 June 1, 2014 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.