PDF SOLUTIONS INC — Director's Dealing 2015

Feb 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2015-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-19	Common Stock	M	12343	$6.09	Acquired	31467	Direct
2015-02-19	Common Stock	S	1612	$17.91	Disposed	29855	Direct
2015-02-19	Common Stock	S	100	$17.92	Disposed	29755	Direct
2015-02-19	Common Stock	S	200	$17.90	Disposed	29555	Direct
2015-02-19	Common Stock	S	2916	$17.89	Disposed	26639	Direct
2015-02-19	Common Stock	S	17.75	$12343	Disposed	14296	Direct
2015-02-20	Common Stock	M	9006	$6.09	Acquired	23302	Direct
2015-02-20	Common Stock	S	9006	$17.75	Disposed	14296	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-19	Stock Options (Right to Buy)	$6.09	M	12343	Acquired	2021-11-15	Common Stock (12343)	Direct
2015-02-20	Stock Options (Right to Buy)	$6.09	M	9006	Acquired	2021-11-15	Common Stock (9006)	Direct

Footnotes

F1: Includes 891 shares of common stock that were purchased on January 31, 2015 under the PDF Employee Stock Purchase Plan.

F2: Average weighted sale price for shares disposed of in the reported transaction. The shares were sold in multiple brokers' transactions at various market prices per share ranging from $17.75 to $17.79.

F3: Average weighted sale price for shares disposed of in the reported transaction. The shares were sold in multiple brokers' transactions at various market prices per share ranging from $17.7 to $17.82.