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^*

KOCMOND WARREN C JR

(Last)

(First)

(Middle)

10100 NORTH TANTAU AVENUE

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2011

3. Issuer Name and Ticker or Trading Symbol
Verigy Ltd. [ VRGY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Operations

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)
Ordinary Shares	1,404	D
Ordinary Shares	40,752⁽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)	06/13/2010⁽²⁾	09/08/2016	Ordinary Shares	17,000	$11.67	D
Employee Stock Option (Right to Buy)	06/13/2010⁽²⁾	09/08/2016	Ordinary Shares	17,000	$10.31	D
Employee Stock Option (Right to Buy)	03/13/2010⁽³⁾	11/30/2016	Ordinary Shares	4,825⁽⁷⁾	$10.95	D
Employee Stock Option (Right to Buy)	06/13/2010⁽⁴⁾	11/30/2016	Ordinary Shares	4,825⁽⁸⁾	$9.96	D
Employee Stock Option (Right to Buy)	09/13/2010⁽⁵⁾	11/30/2016	Ordinary Shares	4,825⁽⁹⁾	$10.01	D
Employee Stock Option (Right to Buy)	12/13/2010⁽⁶⁾	11/30/2016	Ordinary Shares	4,825⁽¹⁰⁾	$8.37	D
Employee Stock Option (Right to Buy)	03/13/2011⁽³⁾	11/30/2017	Ordinary Shares	10,950⁽⁷⁾	$8.81	D
Employee Stock Option (Right to Buy)	06/13/2011⁽⁴⁾	11/30/2017	Ordinary Shares	10,950⁽⁸⁾	$9.14⁽¹¹⁾	D
Employee Stock Option (Right to Buy)	09/13/2011⁽⁵⁾	11/30/2017	Ordinary Shares	10,950⁽⁹⁾	$9.14⁽¹¹⁾	D
Employee Stock Option (Right to Buy)	12/13/2011⁽⁶⁾	11/30/2017	Ordinary Shares	10,950⁽¹⁰⁾	$9.14⁽¹¹⁾	D

Explanation of Responses:

1. Grant of restricted share units ("RSUs") pursuant to the Verigy Ltd. 2006 Equity Incentive Plan. The RSUs vest in 16 quarterly installments.

2. The option becomes exercisable as to 25% one year from the grant date and then in 12 equal quarterly installments.

3. This is the 1st tranche of an option award that is divided into four grants, each comprised of 1/4 of the total number of shares subject to the award. The first tranche vests in 16 equal quarterly installments with vestings on each Mar 13, Jun 13, Sept 13 and Dec 13.

4. This is the 2nd tranche of an option award that is divided into four grants, each comprised of 1/4 of the total number of shares subject to the award. The 2nd tranche vests in 15 equal quarterly installments with vestings on each Jun 13, Sept 13, Dec 13 and Mar 13.

5. This is the 3rd tranche of an option award that is divided into four grants, each comprised of 1/4 of the total number of shares subject to the award. The 3rd tranche vests in 14 equal quarterly installments with vestings on each Sept 13, Dec 13, Mar 13 and Jun 13.

6. This is the 4th tranche of an option award that is divided into four grants, each comprised of 1/4 of the total number of shares subject to the award. The 4th tranche vests in 13 equal quarterly installments with vestings on each Dec 13, Mar 13, Jun 13 and Sept 13.

7. The option becomes exercisable in 16 quarterly installments.

8. This option becomes exercisable in 15 equal quarterly installments.

9. This option becomes exercisable in 14 equal quarterly installments.

10. The option becomes exercisable in 13 equal quarterly installments.

11. Pursuant to the terms of the Verigy Ltd. 2006 Equity Incentive Plan and the Four-Tranche Option Agreement, unpriced tranches of the Four Tranche option awards were automatically priced as of December 3, 2010, the last trading day immediately preceding the December 6, 2010 public announcement of Advantest's proposal to acquire all of the outstanding shares of Verigy.

	Jacobin Zorin, Attorney-In-Fact	03/14/2011
	** 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).
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