PDF SOLUTIONS INC — Director's Dealing 2015

Jun 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2015-06-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-01	Common Stock	A	9750	—	Acquired	22684	Direct
2015-06-01	Common Stock	F	1552	$16.48	Disposed	21132	Direct

Footnotes

F1: These shares represent an award of restricted stock units. Of the total shares, (1) 3,250 shares of restricted stock units shall vest as follows: 25% of the total shares shall vest on June 1, 2015 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) 6,500 shares of restricted stock units shall vest as follows: 12.5% of the total shares shall vest on the date that is six (6) month after June 1, 2015 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.