SEC FORM 4

SEC Form 4

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^*

MICHAELS KIMON

(Last)

(First)

(Middle)

333 WEST SAN CARLOS STREET

SUITE 700

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PDF SOLUTIONS INC [ PDFS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-Design for Manufacturabilit

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/16/2009⁽¹⁾⁽²⁾⁽³⁾		A		26,667	A	⁽²⁾	1,474,367	D
Common Stock	12/16/2009⁽¹⁾⁽³⁾⁽⁴⁾		A		10,000	A	⁽⁴⁾	1,484,367⁽⁵⁾	D
Common Stock	12/16/2009⁽¹⁾⁽³⁾⁽⁶⁾		A		4,167	A	⁽⁶⁾	77,518	I	By Spouse
Common Stock	12/16/2009⁽¹⁾⁽³⁾⁽⁷⁾		A		6,334	A	⁽⁷⁾	83,852	I	By Spouse
Common Stock	12/16/2009⁽¹⁾⁽³⁾⁽⁸⁾		A		6,667	A	⁽⁸⁾	90,519⁽⁹⁾	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2001 Stock Plan Option (Right to Buy)	$6.39	12/16/2009⁽¹⁾		D			80,000	⁽¹⁰⁾	04/20/2013	Common Stock	80,000	⁽²⁾	0	D
2001 Stock Plan Option (Right to Buy)	$8.92	12/16/2009⁽¹⁾		D			30,000	⁽¹¹⁾	11/06/2017	Common Stock	30,000	⁽⁴⁾	0	D
2001 Stock Plan Option (Right to Buy)	$6.55	12/16/2009⁽¹⁾		D			12,500	⁽¹²⁾	03/31/2013	Common Stock	12,500	⁽⁶⁾	0	I	By Spouse
2001 Stock Plan Option (Right to Buy)	$9.59	12/16/2009⁽¹⁾		D			19,000	⁽¹³⁾	05/02/2014	Common Stock	19,000	⁽⁷⁾	0	I	By Spouse
2001 Stock Plan Option (Right to Buy)	$8.92	12/16/2009⁽¹⁾		D			20,000	⁽¹¹⁾	11/06/2017	Common Stock	20,000	⁽⁸⁾	0	I	By Spouse

Explanation of Responses:

1. All transactions on this Form 4 report occurred immediately following the close of PDF Solutions, Inc.'s ("PDFS") offer to exchange described in Schedule TO-1 filed on November 17, 2009, as amended (the "Exchange Offer"). The close of the Exchange Offer occurred at 12 a.m. EST on December 16, 2009 (the "Transaction Date").

2. Pursuant to the Exchange Offer, on the Transaction Date, PDFS cancelled an option granted to the reporting person on April 21, 2003. In exchange for the cancelled option, the reporting person received 26,667 RSRs which will vest as to 25% on March 15, 2010, 25% on September 15, 2010, 25% on March 15, 2011 and 25% on September 15, 2011, subject to the reporting person's continued service with PDFS, or an affiliate thereof, through each vesting date (the "RSR Vesting Schedule").

3. Each RSR represents a bookkeeping entry equal in value to 1 share of PDFS common stock that will be automatically settled in shares upon vesting of the RSR.

4. Pursuant to the Exchange Offer, on the Transaction Date, PDFS cancelled an option granted to the reporting person on November 7, 2007. In exchange for the cancelled option, the reporting person received 10,000 RSRs which will vest in accordance with the RSR Vesting Schedule.

5. This amount includes 47,619 RSRs, each of which represents a bookeeping entry equal in value to 1 share of PDFS common stock that will be automatically settled in shares upon vesting of the RSR. This amount also includes 1,436,748 shares of outstanding PDFS common stock.

6. Pursuant to the Exchange Offer, on the Transaction Date, PDFS cancelled an option granted to the reporting person on April 1, 2003. In exchange for the cancelled option, the reporting person received 4,167 RSRs which will vest in accordance with the RSR Vesting Schedule.

7. Pursuant to the Exchange Offer, on the Transaction Date, PDFS cancelled an option granted to the reporting person on May 3, 2004. In exchange for the cancelled option, the reporting person received 6,334 RSRs which will vest in accordance with the RSR Vesting Schedule.

8. Pursuant to the Exchange Offer, on the Transaction Date, PDFS cancelled an option granted to the reporting person on November 7, 2007. In exchange for the cancelled option, the reporting person received 6,667 RSRs which will vest in accordance with the RSR Vesting Schedule.

9. This amount includes 20,781 RSRs, each of which represents a bookeeping entry equal in value to 1 share of PDFS common stock that will be automatically settled in shares upon vesting of the RSR. This amount also includes 69,738 shares of outstanding PDFS common stock.

10. The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on April 21, 2004 and 1/48th of the total shares vested on the 21st day of each month thereafter, subject to the reporting person's continued service with PDFS, or an affiliate thereof, through each vesting date. The options were fully vested at the time of cancellation.

11. The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on November 7, 2008 and 1/48th of the total shares vested on the 7th day of each month thereafter, subject to the reporting person's continued service with PDFS, or an affiliate thereof, through each vesting date.

12. The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on April 1, 2004 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 PDFS, or an affiliate thereof, through each vesting date. The options were fully vested at the time of cancellation.

13. The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on May 3, 2005 and 1/48th of the total shares vested on the 3rd day of each month thereafter, subject to the reporting person's continued service with PDFS, or an affiliate thereof, through each vesting date. The options were fully vested at the time of cancellation.

Remarks:

	/s/ Joy E. Leo, Attorney-in-Fact for Kimon W. Michaels	12/16/2009
	** 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).
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