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
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| 333 WEST SAN CARLOS ST. |
| SUITE 700 |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
01/01/2006
|
3. Issuer Name and Ticker or Trading Symbol
PDF SOLUTIONS INC
[ PDFS ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Vice President, Finance & CFO |
|
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)
|
| Common Stock |
2,335 |
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)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| 2001 Stock Plan Option (Right to Buy) |
|
08/25/2013 |
Common Stock |
16,000 |
11.5 |
D |
|
| 2001 Stock Plan Option (Right to Buy) |
|
05/02/2014 |
Common Stock |
3,500 |
9.59 |
D |
|
| 2001 Stock Plan Option (Right to Buy) |
|
10/12/2015 |
Common Stock |
125,000 |
15.77 |
D |
|
| Explanation of Responses: |
|
|
|
| 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. |
Limited Power of Attorney Section 16 Reporting Obligations
POWER
OF
ATTORNEY
The undersigned hereby constitutes and appoints P.
Steven
Melman and John K. Kibarian, and each of them, his or her, true
and lawful
attorney-in-fact to:
(1) execute for and on behalf
of the
undersigned, in the undersigneds capacity as an officer and/or
director,
and/or person who holds more than 10% of the stock of PDF
Solutions, Inc.
(the Company), Forms 3, 4 and 5 in accordance with
Section 16(a) of the
Securities Exchange Act of 1934, as amended (the
Exchange Act) and the
rules thereunder;
(2) do and perform any
and all acts for and on
behalf of the undersigned which may be necessary
or desirable to complete
and execute any such Form 3, 4 or 5, complete
and execute any amendment(s)
thereto, and timely file any such form with
the United States Securities
and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of
any type whatsoever in connection with
the foregoing which, in the
opinion of such attorney-in-fact, may be of
benefit to, in the best
interest of, or legally required by, the
undersigned, it being understood
that the documents executed by such
attorney-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney shall be in such
form
and shall contain such terms and
conditions as such attorney-in-fact may
approve in such attorney-in-facts
discretion.
The undersigned
hereby grants to each such
attorney-in-fact full power and authority to
do and perform any and every
act and thing whatsoever requisite,
necessary or proper to be done in the
exercise of any of the rights and
powers herein granted, as fully to all
intents and purposes as the
undersigned might or could do if personally
present, with full power of
substitution or revocation, hereby ratifying
and confirming all that
such attorney-in-fact, or such attorney-in-facts
substitute or
substitutes, shall lawfully do or cause to be done pursuant
to this power
of attorney. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigneds responsibilities to comply with Section 16 of the Exchange
Act.
This Power of Attorney shall remain in full force and
effect
until the undersigned is no longer required to file Forms 3, 4,
and 5 with
respect to the undersigneds holdings of and transactions in
securities
issued by the Company, unless earlier revoked by the
undersigned in a
signed writing delivered to the attorneys-in-fact. This
Power of Attorney
may be filed with the SEC as a confirming statement of
the authority
granted herein.
The undersigned has caused this
Power of Attorney
to be executed as of this 4th day of January, 2006.
/s/ KEITH A. JONES
Signature
KEITH A. JONES
Print Name
