SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hoeller Dietmar

(Last)

(First)

(Middle)

C/O VERIGY

10100 NORTH TANTAU AVENUE, MS #A200

(Street)

CUPERTINO

95014-2540

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2007

3. Issuer Name and Ticker or Trading Symbol
Verigy Ltd. [ vrgy ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Order Fullfillment

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	19,927.5414⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option (right to buy)	11/19/2006	11/18/2012	Ordinary Shares	4,253⁽²⁾	$7.48	D
Employee stock option (right to buy)	01/26/2007⁽³⁾	01/25/2014	Ordinary Shares	8,506⁽²⁾	$15.77	D
Employee stock option (right to buy)	01/24/2007⁽⁴⁾	01/23/2015	Ordinary Shares	9,569⁽²⁾	$10.19	D
Employee stock option (right to buy)	06/12/2007⁽⁵⁾	06/12/2013	Ordinary Shares	21,250	$15	D
Employee stock option (right to buy)	03/13/2007	12/13/2013	Ordinary Shares	8,750⁽⁶⁾	$18.04	D

Explanation of Responses:

1. Includes 17,000 restricted share units granted pursuant to the 2006 Equity Incentive Plan that become vested and payable in 16 equal quarterly installments from the grant date 12/13/2006 and 2,834 restricted share units granted pursuant to the 2006 Equity Incentive Plan that become vested and payable in four equal annual installments from the grant date 6/12/2006.

2. Stock option received pursuant to the Master Separation and Distribution Agreement and Employee Matters Agreement entered into between Verigy Ltd. and Agilent Technologies, Inc. in connection with Verigy's separation from Agilent. On October 31, 2006, Agilent cancelled the unvested Agilent equity awards held by Verigy empployees as of October 31, 2006, and Verigy granted replacement awards under the Verigy Ltd. 2006 Equity Incentive Plan to Verigy employees whose Agilent Awards were cancelled.

3. One-half of the shares became exercisable on 1/26/2007, and the other one-half of the shares become exercisable on 1/26/2008.

4. One-third of the shares became exercisable on 1/24/2007, one-third of the shares become exerciable on 1/24/2008, and one-third of the shares become exercisable on 1/24/2009.

5. The option becomes exercisable in four equal installments on 6/12/2007, 6/12/2008, 6/12/2009 and 6/12/2010.

6. This is the 1st tranche of an option award that is divided into four grants, each comprised of 25% of the total number of shares subject to the award. The first tranche vests in 16 equal quarterly installments commencing 3 months from 12-13-06; the 2nd tranche will be granted as of the 3rd business day following Verigy's announcement of its financial results for the quarter ending 1-31-07, and will vest in 15 equal quarterly installments commencing 3 months from the date of grant; the third tranche will be granted as of the 3rd business day following Verigy's announcement of its financial results for the quarter ending 4-30-07, and will vest in 14 equal quarterly installments commencing 3 months from the date of grant; and the 4th tranche will be granted as of the third business day following Verigy's announcement of its financial results for the quarter ending 7-31-07, and will vest in 13 equal quarterly installments commencing 3 months from the date of grant.

	Dietmar Hoeller by Paul R. Moore, Attorney-In-Fact	02/21/2007
	** 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 5 (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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