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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2001 Stock Plan Option (Right to Buy) | $ 11.5 | 08/18/2008 | D | 16,000 | (2) | 08/25/2013 | Common Stock | 16,000 | $ 0 (3) | 0 | D | ||||
| Restricted Stock Right | (4) | 08/18/2008 | A | 3,810 | (5) | (5) | Common Stock | 3,810 | $ 0 (3) | 3,810 | D | ||||
| 2001 Stock Plan Option (Right to Buy) | $ 15.77 | 08/18/2008 | D | 125,000 | (6) | 10/12/2015 | Common Stock | 125,000 | $ 0 (7) | 0 | D | ||||
| Restricted Stock Right | (4) | 08/18/2008 | A | 29,763 | (8) | (8) | Common Stock | 29,763 | $ 0 (7) | 29,763 | D | ||||
| 2001 Stock Plan Option (right to buy) | $ 14.04 | 08/18/2008 | D | 30,000 | (9) | 10/31/2016 | Common Stock | 30,000 | $ 0 (10) | 0 | D | ||||
| Restricted Stock Right | (4) | 08/18/2008 | A | 7,143 | (11) | (11) | Common Stock | 7,143 | $ 0 (10) | 7,143 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Jones Keith A 333 WEST SAN CARLOS ST. SUITE 700 SAN JOSE, CA 95110 |
CFO and VP, Finance & Asst Sec | |||
| /s/ P. Steven Melman, Attorney-in-Fact for Keith Jones | 08/20/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes 2,341 shares of Common Stock that were purchased under the PDF Solutions, Inc. Employee Stock Purchase Plan as follows: 704 shares purchased on December 31, 2007 and 1,637 shares purchased on July 31, 2008. |
| (2) | The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on August 26, 2004 and 1/48th of the total shares vested on the 26th 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 August 18, 2008, PDF Solutions, Inc. cancelled an option granted to the reporting person on Auust 26, 2003. In exchange for the option, the reporting person received 3,810 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) | 50% of the total number of rights will vest on May 15, 2009 and 50% will vest 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 October 13, 2006 and 1/48th of the total shares vested on the 13th 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 August 18, 2008, PDF Solutions, Inc. cancelled an option granted to the reporting person on October 13, 2005. In exchange for the option, the reporting person received 29,763 restricted stock rights. |
| (8) | 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. |
| (9) | The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on November 1, 2007 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. |
| (10) | Pursuant to the Exchange Offer on August 18, 2008, PDF Solutions, Inc. cancelled an option granted to the reporting person on November 1, 2006. In exchange for the option, the reporting person received 7,143 restricted stock rights. |
| (11) | 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. |