Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MICHAELS KIMON
 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
__X__ Officer (give title below) _____ Other (specify below)
Co-VP of Client Services
(Last)
(First)
(Middle)

333 WEST SAN CARLOS STREET, SUITE 700		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


SAN JOSE, CA 95110		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             1,412,276 D  
Common Stock             63,694 (1) I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2001 Stock Plan Option (right to buy) $ 6.55 04/01/2003   J 12,500     (2) 03/31/2013 Common Stock
12,500
$ 0 12,500
I
By Spouse
2001 Stock Plan Option (right to buy) $ 9.59 05/03/2004   J 19,000     (2) 05/02/2014 Common Stock
19,000
$ 0 19,000
I
By Spouse
2001 Stock Plan Option (right to buy) $ 8.92 11/07/2007   J 20,000     (3) 11/06/2017 Common Stock
20,000
$ 0 20,000
I
By Spouse
Restricted Stock Right   08/19/2008   J 8,664     (5)   (5) Common Stock
8,664
$ 0 8,664
I
By Spouse
Restricted Stock Right   08/19/2008   J 1,668     (6)   (6) Common Stock
1,668
$ 0 1,668
I
By Spouse
Restricted Stock Right   08/19/2008   J 3,334     (7)   (7) Common Stock
3,334
$ 0 3,334
I
By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MICHAELS KIMON
333 WEST SAN CARLOS STREET
SUITE 700
SAN JOSE, CA 95110		   X     Co-VP of Client Services  

Signatures

/s/ Kimon Michaels 02/14/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) See remarks.
(2) These options are currently fully vested and exercisable.
(3) 12/48ths of the total number of shares subject to the option (the "Total Shares") vested on November 7, 2008 and 1/48th of the Total Shares vest on the 8th day of each month thereafter.
(4) Each restricted stock right ("RSR") represents a bookkeeping entry equal in value to one (1) share of common stock of PDF Solutions, Inc.
(5) 50% of the total number of rights will vest on May 15, 2009 and 50% will vest six (6) months thereafter, subject to continued service with PDF Solutions, Inc., or an eligible affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. The Restricted Stock Right ("RSR") will be automatically settled in shares upon vesting of the RSR.
(6) 16.7% of the total number of rights will vest on May 15, 2009 and 16.66% will vest every six (6) months thereafter, subject to continued service with PDF Solutions, Inc., or an eligible affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. The RSR will be automatically settled in shares upon vesting of the RSR.
(7) 12.5% of the total number of rights will vest on May 15, 2009 and 12.5% will vest every six (6) months thereafter, subject to continued service with PDF Solutions, Inc., or an eligible affiliate thereof, through each vesting date and subject to accelerated vesting in certain circumstances. The RSR will be automatically settled in shares upon vesting of the RSR.
 
Remarks:
This Form 5 is filed only for the purpose of updating the Reporting Person's beneficial ownership to reflect the stock and options held by his spouse.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.