SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Siegel Kenneth M

(Last)

(First)

(Middle)

10100 N. TANTAU AVENUE

(Street)

CUPERTINO

95014

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Pres. and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2007

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	12/03/2007		A		8,600⁽¹⁾	A	$0	24,553	D
Ordinary Shares	12/05/2007		S		333⁽²⁾	D	$26.65	24,220	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$26.43	12/03/2007		A		5,375⁽³⁾		03/13/2008⁽⁴⁾	12/02/2014	Ordinary Shares	5,375	$0	5,375	D

Explanation of Responses:

1. Grant of Restricted Stock Units ("RSUs") pursuant to the Verigy Ltd. 2006 Equity Incentive Plan. The RSUs vest quarterly over a period 16 quarters with the 1st vesting date 3/13/2008.

2. Shares were acquired under the Verigy Employee Shares Purchase Plan as of November 30, 2007 and sold pursuant to a 10b5-1 trading plan.

3. This is the 1st tranche of an option award that is divided into four grants, each comprised of 25% of the total number of shares subject to the award. The first tranche vests in 16 equal quarterly installments with the 1st installment 3-13-08; the 2nd tranche will be granted as of the 3rd business day following Verigy's announcment of its financial results for the quarter ending 1-31-08, and will vest in 15 equal quarterly installments with the first installment 6-13-08; the third tranche wil be granted as of the 3rd business day following Verigy's announcment of its financial results for the quarter ending 4-30-08, and will vest in 14 equal quarterly installments with the first installment 9-13-08; and the 4th tranche will be granted as of the third business day following Verigy's announcement of its financial results for the quarter ending 7-31-08, and will vest in 13 equal quarterly installments with the first installment 12-13-08.

4. The option becomes exercisable in 16 quarterly installments, with the first installment on 3/13/2008.

	Kenneth M. Siegel by Paul R. Moore, Attorney-In-Fact	12/05/2007
	** 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 4 (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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