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^*

Lightner Thomas G

(Last)

(First)

(Middle)

12367 CROSTHWAITE CIRCLE

(Street)

POWAY

92064

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2012

3. Issuer Name and Ticker or Trading Symbol
COHU INC [ COHU ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Operations, Delta Design

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)
Common Stock	15,765⁽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)	10/14/2003⁽²⁾	10/14/2012	Common Stock	15,000	$11.66	D
Employee Stock Option (Right to Buy)	12/11/2004⁽³⁾	12/11/2013	Common Stock	20,000	$18.35	D
Employee Stock Option (Right to Buy)	10/27/2005⁽⁴⁾	10/27/2014	Common Stock	20,000	$15.04	D
Employee Stock Option (Right to Buy)	08/17/2007⁽⁵⁾	08/17/2016	Common Stock	13,750	$16.4	D
Employee Stock Option (Right to Buy)	12/04/2008⁽⁶⁾	12/04/2017	Common Stock	5,125	$15.5	D
Employee Stock Option (Right to Buy)	03/20/2010⁽⁷⁾	03/20/2019	Common Stock`	10,000	$7.32	D
Employee Stock Option (right to Buy)	10/26/2011⁽⁸⁾	10/26/2020	Common Stock	8,750	$13.77	D

Explanation of Responses:

1. Number of shares includes 6,562 Restricted Stock Units (RSU) (excluding the impact of shares that will be withheld to cover tax obligations) previously reported that in the future will be converted on a one-for-one basis into shares of Cohu, Inc. Common Stock, immediately upon vesting which vesting is scheduled to occur in annual installments (assuming continued employment).

2. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/14/2002.

3. Exercisable as to 1/4 of the shares on the first four anniversary dates following 12/11/2003.

4. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/27/2004.

5. Exercisable as to 1/4 of the shares on the first four anniversary dates following 8/17/2006.

6. Exercisable as to 1/4 of the shares on the first four anniversary dates following 12/4/2007.

7. Exercisable as to 1/4 of the shares on the first four anniversary dates following 3/20/2009.

8. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/26/2010.

Remarks:

	/s/ Jeffrey D. Jones (Attorney-in-fact)	05/18/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.