Sec Form 13G Filing - MICHAELS KIMON filing for PDF SOLUTIONS INC (PDFS) - 2020-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Rule 13d-l(b)

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Rule 13d-l(c)

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Rule 13d-l(d)

CUSIP No. 693282105

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

KIMON MICHAELS

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

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(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization

United States Citizen

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

1,412,276

6.

Shared Voting Power

185,035

7.

Sole Dispositive Power

1,412,276

8.

Shared Dispositive Power

185,035

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,597,311 (1) (2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).  ☐    (1)

11.

Percent of Class Represented by Amount in Row (9)

4.91 %, based on a total of 32,502,540 shares of Issuer's Common Stock issued and outstanding on December 31, 2019.

12.

Type of Reporting Person (See Instructions)

Individual

(1)

Dr. Michaels disclaims ownership of 63,094 shares of Issuer’s Common Stock held by Dr. Michaels's spouse as separate property.

(2)  

Includes options to purchase shares of the Issuer’s common stock held by Dr. Michaels’s spouse exercisable within 60 days of December 31, 2019.

Item 1.

(a)

Name of Issuer:

PDF SOLUTIONS, INC.

(b)

Address of Issuer’s Principal Executive Offices:

2858 De La Cruz Boulevard, Santa Clara, CA 95050

Item 2.

(a)

Name of Person Filing:

KIMON MICHAELS

(b)

Address of Principal Business Office or, if none, Residence:

2858 De La Cruz Boulevard, Santa Clara, CA 95050

(c)

Citizenship:

United States

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number:

693282 10 5

Item 3.

If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

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An investment adviser in ac cordance with §240.13d-l(b)(l)(ii)(E);

(f)

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An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F);

(g)

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A parent holding company or control person in accordance with §240.13d-l(b)(l)(ii)(G);

(h)

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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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A non-U.S. institution in accordance with § 240.13d-l(b)(l)(ii)(J).

(k)

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Group, in accordance with § 240.13d-l(b)(l)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-l(b)(l)(ii)(J), please specify the type of institution:____________________________.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

1,597,311

(b)

Percent of class:   

4.91%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote.   

1,412,276

(ii)

Shared power to vote or to direct the vote.    

185,035

(iii)

Sole power to dispose or to direct the disposition of.   

1,412,276

(iv)

Shared power to dispose or to direct the disposition of.   

185,035

Instruction.   

For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(l).

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certifications

Not applicable.

February 14, 2020

Date

/s/ Kimon Michaels

Signature

KIMON MICHAELS

Name/Title

ATTENTION:

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)