| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2006 |
3. Issuer Name and Ticker or Trading Symbol
PDF SOLUTIONS INC [ PDFS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 2,335 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 2001 Stock Plan Option (Right to Buy) | (1) | 08/25/2013 | Common Stock | 16,000 | $11.5 | D | |
| 2001 Stock Plan Option (Right to Buy) | (2) | 05/02/2014 | Common Stock | 3,500 | $9.59 | D | |
| 2001 Stock Plan Option (Right to Buy) | (3) | 10/12/2015 | Common Stock | 125,000 | $15.77 | D | |
| Explanation of Responses: |
| 1. 12/48ths of the total 16,000 option shares vested on August 26, 2004, The remaining 12,000 option shares continued to vest monthly on the same day of each month at the rate of 1/48th of the total 16,000 option shares granted. Currently 9,666 option shares are vested and the remaining 6,334 option shares shall continue to vest at the same monthly rate provided the reporting person remains an employee or consultant of PDFS. |
| 2. 12/48ths of the total 3,500 option shares vested on May 3, 2005. The remaining 2,625 option shares continued to vest monthly on the same day of each month at the rate of 1/48th of the total 3,500 option shares granted. Currently a total of 1,458 option shares are vested and the remaining 2,042 option shares shall continue to vest at the same monthly rate provided the reporting person remains an employee or consultant of PDFS. |
| 3. 25,000 option shares were fully vested at the time of grant. The remaining 100,000 option shares continued to vest monthly on the same day of each month at the rate of 1/48th of the total 125,000 option shares granted. Currently 29,166 option shares are vested and the remaining 95,834 option shares shall continue to vest at the same monthly rate provided the reporting person remains an employee or consultant of PDFS. |
| Remarks: |
| /s/ KEITH A. JONES | 01/04/2006 | |
| ** 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. | ||