X0303 4 2009-12-16 0 0001120914 PDF SOLUTIONS INC PDFS 0001165534 MICHAELS KIMON 333 WEST SAN CARLOS STREET SUITE 700 SAN JOSE CA 95110 1 1 0 0 VP-Design for Manufacturabilit Common Stock 2009-12-16 4 A 0 26667 A 1474367 D Common Stock 2009-12-16 4 A 0 10000 A 1484367 D Common Stock 2009-12-16 4 A 0 4167 A 77518 I By Spouse Common Stock 2009-12-16 4 A 0 6334 A 83852 I By Spouse Common Stock 2009-12-16 4 A 0 6667 A 90519 I By Spouse 2001 Stock Plan Option (Right to Buy) 6.39 2009-12-16 4 D 0 80000 D 2013-04-20 Common Stock 80000 0 D 2001 Stock Plan Option (Right to Buy) 8.92 2009-12-16 4 D 0 30000 D 2017-11-06 Common Stock 30000 0 D 2001 Stock Plan Option (Right to Buy) 6.55 2009-12-16 4 D 0 12500 D 2013-03-31 Common Stock 12500 0 I By Spouse 2001 Stock Plan Option (Right to Buy) 9.59 2009-12-16 4 D 0 19000 D 2014-05-02 Common Stock 19000 0 I By Spouse 2001 Stock Plan Option (Right to Buy) 8.92 2009-12-16 4 D 0 20000 D 2017-11-06 Common Stock 20000 0 I By Spouse 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"). 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"). 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. /s/ Joy E. Leo, Attorney-in-Fact for Kimon W. Michaels 2009-12-16