Caulfield Thomas 4
4 · PDF SOLUTIONS INC · Filed Dec 17, 2009
Insider Transaction Report
Form 4
Caulfield Thomas
Director
Transactions
- Disposition to Issuer
2001 Stock Plan Option (Right to Buy)
2009-12-16−15,000→ 0 totalExercise: $5.40Exp: 2018-05-21→ Common Stock (15,000 underlying) - Award
Common Stock
2009-12-16+7,500→ 18,215 total
Footnotes (5)
- [F1]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").
- [F2]Pursuant to the Exchange Offer, on the Transaction Date, PDFS cancelled an option granted to the reporting person on May 22, 2008. In exchange for the cancelled option, the reporting person received 7,500 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.
- [F3]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.
- [F4]This amount includes 15,537 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 2,678 shares of outstanding PDFS common stock.
- [F5]The cancelled option provided for vesting as follows: 12/48ths of the total shares subject to the option vested on May 22, 2009 and 1/48th of the total shares vested on the 22nd day of each month thereafter, subject to the reporting person's continued service with PDFS, or an affiliate thereof, through each vesting date.