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| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PDF SOLUTIONS INC [ PDFS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/19/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/21/2008 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2001 Stock Plan Option (Right to Buy) | $16 | 08/19/2008(1) | D | 30,000 | (2) | 07/31/2015 | Common Stock | 30,000 | $0.00(3) | 0 | D | ||||
| Restricted Stock Right | (4) | 08/19/2008 | A | 7,143 | (5) | (5) | Common Stock | 7,143 | $0.00(3) | 7,143 | D | ||||
| 2001 Stock Plan Option (Right to Buy) | $13.6 | 08/19/2008 | D | 15,000 | (6) | 05/23/2016 | Common Stock | 15,000 | $0.00(7) | 0 | D | ||||
| Restricted Stock Right | (4) | 08/19/2008 | A | 3,572 | (8) | (8) | Common Stock | 3,572 | $0.00(7) | 3,572 | D | ||||
| 2001 Stock Plan Option (right to buy) | $11.49 | 08/19/2008 | D | 5,000 | (9) | 02/01/2017 | Common Stock | 5,000 | $0.00(10) | 0 | D | ||||
| Restricted Stock Right | (4) | 08/19/2008 | A | 1,191 | (8) | (8) | Common Stock | 1,191 | $0.00(10) | 1,191 | D | ||||
| 2001 Stock Plan Option (right to buy) | $10.43 | 08/19/2008 | D | 15,000 | (11) | 05/29/2017 | Common Stock | 15,000 | $0.00(12) | 0 | D | ||||
| Restricted Stock Right | (4) | 08/19/2008 | A | 3,572 | (8) | (8) | Common Stock | 3,572 | $0.00(12) | 3,572 | D | ||||
| 2001 Stock Plan Option (right to buy) | $10.35 | 08/19/2008 | D | 5,000 | (13) | 06/05/2017 | Common Stock | 5,000 | $0.00(14) | 0 | D | ||||
| Restricted Stock Right | (4) | 08/19/2008 | A | 1,191 | (8) | (8) | Common Stock | 1,191 | $0.00(14) | 1,191 | D | ||||
| 2001 Stock Plan Option (right to buy) | $12.26 | 08/19/2008 | D | 2,158 | (15) | 07/19/2017 | Common Stock | 2,158 | $0.00(16) | 0 | D | ||||
| Restricted Stock Right | (4) | 08/19/2008 | A | 514 | (8) | (8) | Common Stock | 514 | $0.00(16) | 514 | D | ||||
| Explanation of Responses: |
| 1. All transactions on this Form 4 report occurred at 12:12 a.m. EDT on August 19, 2008 (the "Transaction Date"). This amended report is filed to correct a typographical error in Box 3 and Column 3 of Table II. |
| 2. The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on August 1, 2006 and 1/48th of the total shares vested on the 1st day of each month thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. |
| 3. Pursuant to PDF Solutions, Inc.'s offer to exchange described in Schedule TO-1 filed on June 10, 2008, as amended, (the "Exchange Offer") on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on August 1, 2005. In exchange for the option, the reporting person received 7,143 restricted stock rights. |
| 4. Each restricted stock right ("RSR") represents a bookkeeping entry equal in value to one (1) share of common stock of PDF Solutions, Inc. |
| 5. 16.7% of the total number of rights will vest on May 15, 2009 and 16.66% will vest every six (6) months thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an eligible affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. The RSR will be automatically settled in shares upon vesting of the RSR. |
| 6. The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on May 24, 2007 and 1/48th of the total shares vested on the 24th day of each month thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. |
| 7. Pursuant to the Exchange Offer on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on May 24, 2006. In exchange for the option, the reporting person received 3,572 restricted stock rights. |
| 8. 12.5% of the total number of rights will vest on May 15, 2009 and 12.5% will vest every six (6) months thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an eligible affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. The RSR will be automatically settled in shares upon vesting of the RSR. |
| 9. The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on February 2, 2008 and 1/48th of the total shares vested on the 2nd day of each month thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. |
| 10. Pursuant to the Exchange Offer on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on February 2, 2007. In exchange for the option, the reporting person received 1,191 restricted stock rights. |
| 11. The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on May 30, 2008 and 1/48th of the total shares vested on the 30th day of each month thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. |
| 12. Pursuant to the Exchange Offer on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on May 30, 2007. In exchange for the option, the reporting person received 3,572 restricted stock rights. |
| 13. The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on June 6, 2008 and 1/48th of the total shares vested on the 6th day of each month thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. |
| 14. Pursuant to the Exchange Offer on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on June 6, 2007. In exchange for the option, the reporting person received 1,191 restricted stock rights. |
| 15. The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on July 20, 2008 and 1/48th of the total shares vested on the 20th day of each month thereafter, subject to the reporting person's continued service with PDF Solutions, Inc., or an affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. |
| 16. Pursuant to the Exchange Offer on the Transaction Date PDF Solutions, Inc. cancelled an option granted to the reporting person on July 20, 2007. In exchange for the option, the reporting person received 514 restricted stock rights. |
| Remarks: |
| /s/ P. Steven Melman, Attorney-in-Fact for Albert Y.C. Yu | 08/26/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||