| OMB APPROVAL |
| OMB Number: 3235-0145 |
| Expires: December 31, 2005 |
| Estimated average burden hours per response...11 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED
PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO
FILED PURSUANT TO 13d-2(b)
(Amendment No. 3)*
PDF Solutions, Inc.
Common Stock
693282-10-5
December 31, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
þ Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 5 pages
| 13G | ||||||
| CUSIP No. 693282-10-5 | ||||||
| 1. | Name of Reporting Person: Cadence Design Systems, Inc. |
I.R.S. Identification Nos. of above persons (entities only): 77-0148231 |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of Organization: Delaware |
|||||
| Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 730,443 | |||||
| 6. | Shared Voting Power: 0 | |||||
| 7. | Sole Dispositive Power: 730,443 | |||||
| 8. | Shared Dispositive Power: 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 730,443 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row (9): 2.9% * | |||||
| 12. | Type of Reporting Person: CO | |||||
Page 2 of 5 pages
Item 1.
| (a) | Name of Issuer: | |||
| PDF Solutions, Inc. | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| 333 West San Carlos Street Suite 700 San Jose, CA 95110 |
||||
Item 2.
| (a) | Name of Person Filing: | |||
| Cadence Design Systems, Inc. | ||||
| (b) | Address of Principal Business Office: | |||
| 2655 Seely Road, Building 5 San Jose, CA 95134 |
||||
| (c) | Citizenship: | |||
| Delaware | ||||
| (d) | Title of Class of Securities: | |||
| Common Stock | ||||
| (e) | CUSIP Number: | |||
| 693282-10-5 | ||||
| Item 3. | Statements Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c). |
| Not Applicable. |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: | |||
| 730,443 | ||||
| (b) | Percent of Class: | |||
| 2.9% | ||||
| (c) | Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 730,443 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 730,443 (iv) Shared power to dispose or to direct the disposition of: 0 |
|||
Page 3 of 5 pages
Note: Cadence Design Systems, Inc. and PDF Solutions, Inc. have one director in common, Mr. Donald L. Lucas. Mr. Lucas does not have voting or dispositive power with respect to the shares of PDF Solutions, Inc. owned by Cadence Design Systems, Inc.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following box: þ
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 4 of 5 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 10, 2005 | ||||
| Date | ||||
| /s/ Charles H. Eldredge | ||||
| Signature | ||||
| Charles H. Eldredge - Finance Group Director | ||||
| Name/Title | ||||
Page 5 of 5 pages