PDF SOLUTIONS INC — Director's Dealing 2016

Jul 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2016-07-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-01	Common Stock	A	6563	—	Acquired	25365	Direct
2016-07-01	Common Stock	F	265	$14.14	Disposed	25100	Direct

Footnotes

F1: These shares represent an award of restricted stock units.

F2: These shares represent an award of restricted stock units. Of the total amount: (1) 2,813 shares of restricted stock units shall vest as follows: 25% of the total shares shall vest on July 1, 2016 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) 3,750 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 July 1, 2016 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.

F3: 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.