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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^*

HEINRICHS R STEPHEN

(Last)

(First)

(Middle)

333 WEST SAN CARLOS ST.

SUITE 700

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PDF SOLUTIONS INC [ PDFS ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2009

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)

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)
2001 Stock Plan Option (right to buy)	$2.3	07/31/2009		A		35,000		⁽¹⁾	07/30/2019	Common Stock	35,000	$0.00	35,000	D

Explanation of Responses:

1. 12/48ths of the total shares subject to the option (the "Total Shares") vest on July 31, 2010 and 1/48th of the Total Shares shall vest on the 31st day of each month thereafter, provided that the reporting person continues to serve as a director on the Board of Directors.

Remarks:

	/s/ Keith A. Jones, Substitute Attorney-in-Fact for R. Stephen Heinrichs	08/04/2009
	** 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).
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.

CONFIRMING STATEMENT

	I, John K. Kibarian, (the "Attorney-in-Fact"), by virtue of the authority and
the full power of substitution given to me by R. Stephen Heinrichs (the "Section
16 Reporting Person") in and by the Power of Attorney previously executed by the
Section 16 Reporting Person (the "Power of Attorney"), do hereby appoint Joy E.
Leo and Keith A. Jones, or either of them signing singly, as the
Attorney-in-Fact's substitute (each a "Substitute Attorney-in-Fact") to exercise
all of the Attorney-in-Fact's powers provided for in the Power of Attorney,
including full power and authority to do and perform each and every act
requisite, necessary or convenient to be done in connection with such powers, as
fully, to all intents and purposes, as the Attorney-in-Fact might or could do
thereby.

	This Confirming Statement shall remain in full force and effect until the
earlier of (i) the Section 16 Reporting Person is no longer required to file
Forms 4 and 5 with respect to holdings of and transactions in securities issued
by PDF Solutions, Inc. (the "Company") (unless the Power of Attorney executed by
the Section 16 Reporting Person is earlier revoked by them in a signed writing
delivered to the Attorney-in-Fact), (ii) the Attorney-in-Fact terminates the
appointment of the Substitute Attorney-in-Fact or (iii) the
Substitute Attorney-in-Fact ceases to be an employee of the Company.

	IN WITNESS WHEREOF, the undersigned has caused this Confirming Statement to be
executed as of this  15th day of May, 2009.

    /s/ John K. Kibarian
__________________________________
JOHN K. KIBARIAN, Attorney-in-Fact
for R. Stephen Heinrichs