X0303 5 2008-12-31 0 0 0 0001120914 PDF SOLUTIONS INC PDFS 0001165534 MICHAELS KIMON 333 WEST SAN CARLOS STREET SUITE 700 SAN JOSE CA 95110 1 1 0 0 Co-VP of Client Services Common Stock 1412276 D Common Stock 63694 I By Spouse 2001 Stock Plan Option (right to buy) 6.55 2003-04-01 5 J 0 12500 0.00 A 2013-03-31 Common Stock 12500 12500 I By Spouse 2001 Stock Plan Option (right to buy) 9.59 2004-05-03 5 J 0 19000 0.00 A 2014-05-02 Common Stock 19000 19000 I By Spouse 2001 Stock Plan Option (right to buy) 8.92 2007-11-07 5 J 0 20000 0.00 A 2017-11-06 Common Stock 20000 20000 I By Spouse Restricted Stock Right 2008-08-19 5 J 0 8664 0.00 A Common Stock 8664 8664 I By Spouse Restricted Stock Right 2008-08-19 5 J 0 1668 0.00 A Common Stock 1668 1668 I By Spouse Restricted Stock Right 2008-08-19 5 J 0 3334 0.00 A Common Stock 3334 3334 I By Spouse See remarks. These options are currently fully vested and exercisable. 12/48ths of the total number of shares subject to the option (the "Total Shares") vested on November 7, 2008 and 1/48th of the Total Shares vest on the 8th day of each month thereafter. Each restricted stock right ("RSR") represents a bookkeeping entry equal in value to one (1) share of common stock of PDF Solutions, Inc. 50% of the total number of rights will vest on May 15, 2009 and 50% will vest six (6) months thereafter, subject to continued service with PDF Solutions, Inc., or an eligible affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. The Restricted Stock Right ("RSR") will be automatically settled in shares upon vesting of the RSR. 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 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. 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 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. This Form 5 is filed only for the purpose of updating the Reporting Person's beneficial ownership to reflect the stock and options held by his spouse. /s/ Kimon Michaels 2009-02-14