SEC Form 4 · accession 0001209191-17-030465
COHU INC · COHU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Luis A Muller
Officer — President & CEO
Period of report
May 3, 2017
Accepted (ET)
May 5, 2017 · 8:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000021535
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 3, 2017 | M | 1,000 | $13.77 | A | 364,686 | D | |
| Common StockF1,F2,F3 | May 3, 2017 | S | 1,000 | $19.64 | D | 363,686 | D | |
| Common StockF1 | May 3, 2017 | M | 14,000 | $15.85 | A | 377,686 | D | |
| Common StockF1,F4,F3 | May 3, 2017 | S | 14,000 | $19.26 | D | 363,686 | D | |
| Common StockF1 | May 3, 2017 | M | 20,000 | $10.58 | A | 383,686 | D | |
| Common StockF1,F5,F3 | May 3, 2017 | S | 20,000 | $19.27 | D | 363,686 | D | |
| Common StockF1 | May 3, 2017 | M | 15,000 | $9.44 | A | 378,686 | D | |
| Common StockF1,F6,F3 | May 3, 2017 | S | 15,000 | $19.27 | D | 363,686 | D | |
| Common StockF1 | May 4, 2017 | M | 194 | $13.77 | A | 363,880 | D | |
| Common StockF1,F7,F3 | May 4, 2017 | S | 194 | $19.20 | D | 363,686 | D | |
| Common StockF1 | May 4, 2017 | M | 14,750 | $15.85 | A | 378,436 | D | |
| Common StockF1,F8,F3 | May 4, 2017 | S | 14,750 | $19.48 | D | 363,686 | D | |
| Common StockF1 | May 4, 2017 | M | 30,000 | $10.58 | A | 393,686 | D | |
| Common StockF1,F9,F3 | May 4, 2017 | S | 30,000 | $19.55 | D | 363,686 | D | |
| Common StockF1 | May 4, 2017 | M | 5,056 | $9.44 | A | 368,742 | D | |
| Common StockF1,F10,F3 | May 4, 2017 | S | 5,056 | $19.62 | D | 363,686 | D | |
| Common StockF1 | May 5, 2017 | M | 13,556 | $13.77 | A | 377,242 | D | |
| Common StockF1,F11,F3 | May 5, 2017 | S | 13,556 | $19.07 | D | 363,686 | D | |
| Common StockF1 | May 5, 2017 | M | 7,165 | $10.58 | A | 370,851 | D | |
| Common StockF1,F12,F3 | May 5, 2017 | S | 7,165 | $18.99 | D | 363,686 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F13 | $13.77 | May 3, 2017 | M | 1,000 | D | Oct 26, 2011 | Oct 26, 2020 | Common Stock | 1,000 | 0 | D |
| Employee Stock Option (Right to Buy)F14 | $15.85 | May 3, 2017 | M | 14,000 | D | Jan 10, 2012 | Jan 10, 2021 | Common Stock | 14,000 | 0 | D |
| Employee Stock Option (Right to Buy)F15 | $10.58 | May 3, 2017 | M | 20,000 | D | Mar 6, 2013 | Mar 6, 2022 | Common Stock | 20,000 | 0 | D |
| Employee Stock Option (Right to Buy)F16 | $9.44 | May 3, 2017 | M | 15,000 | D | Mar 26, 2014 | Mar 26, 2023 | Common Stock | 15,000 | 0 | D |
| Employee Stock Option (Right to Buy)F13 | $13.77 | May 4, 2017 | M | 194 | D | Oct 26, 2011 | Oct 26, 2020 | Common Stock | 194 | 0 | D |
| Employee Stock Option (Right to Buy)F14 | $15.85 | May 4, 2017 | M | 14,750 | D | Jan 10, 2012 | Jan 10, 2021 | Common Stock | 14,750 | 0 | D |
| Employee Stock Option (Right to Buy)F15 | $10.58 | May 4, 2017 | M | 30,000 | D | Mar 6, 2013 | Mar 6, 2022 | Common Stock | 30,000 | 0 | D |
| Employee Stock Option (Right to Buy)F16 | $9.44 | May 4, 2017 | M | 5,056 | D | Mar 26, 2014 | Mar 26, 2023 | Common Stock | 5,056 | 0 | D |
| Employee Stock Option (Right to Buy)F13 | $13.77 | May 5, 2017 | M | 13,556 | D | Oct 26, 2011 | Oct 26, 2020 | Common Stock | 13,556 | 0 | D |
| Employee Stock Option (Right to Buy)F15 | $10.58 | May 5, 2017 | M | 7,165 | D | Mar 6, 2013 | Mar 6, 2022 | Common Stock | 7,165 | 0 | D |
Explanation of responses
- F1This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 24, 2017 (the "Plan"). The Plan was terminated on May 5, 2017.
- F10The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.62 to $19.65; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F11The shares with respect to this transaction were sold in multiple trades at prices ranging from $18.81 to $19.74; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F12The shares with respect to this transaction were sold in multiple trades at prices ranging from $18.94 to $19.03; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F13The option vests in four equal installments beginning on October 26, 2011 (assuming continued employment).
- F14The option vests in four equal installments beginning on January 10, 2012 (assuming continued employment).
- F15The option vests in four equal installments beginning on March 06, 2013 (assuming continued employment).
- F16The option vests in four equal installments beginning on March 26, 2014 (assuming continued employment).
- F2The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.45 to $19.98; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F3Number of shares includes 220,966 Restricted Stock Units (RSU) (excluding the impact of shares that will be withheld to cover tax obligations) previously reported that in the future will be converted on a one-for-one basis into shares of Cohu, Inc. Common Stock, immediately upon vesting which vesting is scheduled to occur in annual installments.(assuming continued employment and achievement of specified performance goals).
- F4The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.15 to $19.45; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F5The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.24 to $19.46; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F6The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.21 to $19.35; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F7The shares with respect to this transaction were sold in multiple trades at a price of $19.20; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F8The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.25 to $19.72; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F9The shares with respect to this transaction were sold in multiple trades at prices ranging from $19.39 to $19.79; The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.