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) 03/06/2012 |
3. Issuer Name and Ticker or Trading Symbol
COHU INC [ COHU ] |
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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 | 51,355(1) | D |
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 | ||||
Employee Stock Option (Right to Buy) | 12/11/2004(2) | 12/11/2013 | Common Stock | 1,250 | $18.35 | D | |
Employee Stock Option (Right to Buy) | 10/27/2005(3) | 10/27/2014 | Common Stock | 11,250 | $15.04 | D | |
Employee Stock Option (Right to Buy) | 08/17/2007(4) | 08/17/2016 | Common Stock | 11,250 | $16.4 | D | |
Employee Stock Option (Right to Buy) | 12/04/2008(5) | 12/04/2017 | Common Stock | 11,500 | $15.5 | D | |
Employee Stock Option (Right to Buy) | 03/20/2010(6) | 03/20/2019 | Common Stock | 45,000 | $7.32 | D | |
Employee Stock Option (Right to Buy) | 10/26/2011(7) | 10/26/2020 | Common Stock | 21,250 | $13.77 | D | |
Employee Stock Option (right to Buy) | 01/10/2012(8) | 01/10/2021 | Common Stock | 23,750 | $15.85 | D | |
Employee Stock Option (right to Buy) | 03/06/2013(9) | 03/06/2022 | Common Stock | 22,653 | $10.58 | D |
Explanation of Responses: |
1. Number of shares include (i) 24,756 Restricted Stock Units (RSUs) that in the future will be converted on a one-for-one basis into shares of Cohu, Inc. Common Stock, immediately upon vesting which is scheduled to occur in annual installments (assuming continued employment) and (ii) 8,979 Performance Shares (PSUs) (restricted stock units) that will be converted on a one-for-one basis into shares of Cohu, Inc. common stock upon vesting. These PSUs will vest only after the achievement of specified performance goals. Provided such goals are achieved, vesting is scheduled to occur no earlier than three equal annual installments beginning March 6, 2013 (subject to continued employment through each vest date). The 8,979 shares is the target award level with the actual number of shares that may vest ranging from 0% to 150% of the target amount, depending on achievement of the performance goals. |
2. Exercisable as to 1/4 of the shares on the first four anniversary dates following 12/11/2003. |
3. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/27/2004. |
4. Exercisable as to 1/4 of the shares on the first four anniversary dates following 8/17/2006. |
5. Exercisable as to 1/4 of the shares on the first four anniversary dates following 12/04/2007. |
6. Exercisable as to 1/4 of the shares on the first four anniversary dates following 03/20/2009. |
7. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/26/2010. |
8. Exercisable as to 1/4 of the shares on the first four anniversary dates following 01/10/2011. |
9. Exercisable as to 1/4 of the shares on the first four anniversary dates following 03/06/2012. |
Remarks: |
/s/ Jeffrey D. Jones (Attorney-in-fact) | 03/12/2012 | |
** 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. |