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^*

Titinger Jorge

(Last)

(First)

(Middle)

% VERIGY

10100 N. TANTAU AVENUE

(Street)

CUPERTINO

95014-2540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Verigy Ltd. [ VRGY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2008

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)
Ordinary Shares	06/09/2008		A		52,500⁽¹⁾	A	$0	52,500	D

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)
Employee Stock Option (Right to Buy)	$24.83	06/09/2008		A		28,125⁽²⁾		06/13/2009⁽³⁾	06/08/2015	Ordinary Shares	28,125	$0	28,125	D

Explanation of Responses:

1. Restricted share units ("RSUs") awarded under the 2006 Equity Incentive Plan. One RSU award for 45,000 shares vests 25% on June 13, 2009, with the remaining shares vesting thereafter in 12 equal quarterly installments. A second RSU award for 7,500 shares vests 50% on June 13, 2009 and 50% on June 13, 2010. The RSUs pay out in an equal number of Ordinary Shares upon vesting.

2. 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 2nd tranche will be granted as of the 3rd business day following Verigy's announcment of its financial results for the quarter ending 7-30-2008; the third tranche will be granted as of the 3rd business day following Verigy's announcment of its financial results for the quarter ending 10-31-2008; 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 1-31-2009. Each tranche of shares subject to the option vests and becomes exercisable as to 25% of the shares on June 13, 2009. Therafter, the remaining shares in each tranche of shares subject to the option vests and becomes exercisable in 12 equal quarterly installments, with the first installment on September 13, 2009.

3. The option becomes exercisable as to 25% of the shares on June 13, 2009. Thereafter, the remaining shares subject to this option becomes exercisable in 12 equal quarterly installments, with the first installment on September 13, 2009.

	Jorge Titinger by Paul R. Moore, Attorney-In-Fact	06/10/2008
	** 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).
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