PDF SOLUTIONS INC — Director's Dealing 2017

May 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2017-05-24

Reporting Person: LANZA LUCIO (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-24	Common Stock	M	30000	$10.35	Acquired	350623	Direct
2017-05-24	Common Stock	S	30000	$16.50320	Disposed	320623	Direct
2017-05-25	Common Stock	M	45000	$2.30	Acquired	365623	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-24	Stock Options (Right to Buy)	$10.35	M	30000	Disposed	2017-06-05	Common Stock (30000)	Direct
2017-05-25	Stock Options (Right to Buy)	$2.30	M	45000	Disposed	2019-07-30	Common Stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	121720	Indirect

Footnotes

F1: 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 $16.50 to $16.56.

F2: These shares represent exercise of Stock Options (right to buy) granted on June 6, 2007 under the Company's Director Compensation Program (Total Options). 25% of the Total Options vested on June 6, 2008 and 1/48th of the Total Options vested on the last day of each month thereafter until fully vested.

F3: These shares represent exercise of Stock Options (right to buy) granted on July 31, 2009 under the Company's Director Compensation Program (Total Options) 25% of the Total Options vested on July 31, 2010 and 1/48th of the Total Options vested monthly thereafter until fully vested.