Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * DONAHUE JAMES A	2. Issuer Name and Ticker or Trading Symbol COHU INC [ COHU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 12367 CROSTHWAITE CIRCLE	3. Date of Earliest Transaction (MM/DD/YYYY) 2/19/2021
(Street) POWAY, CA 92064 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	2/19/2021 (1)		M		20000	A	$10.58	387056	D
Common Stock	2/19/2021 (1)		S		20000	D	$48.00 (2)	367056	D
Common Stock	2/22/2021 (1)		M		20000	A	$10.58	387056	D
Common Stock	2/22/2021 (1)		S		20000	D	$45.54 (3)	367056 (4)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$10.58	2/19/2021		M			20000 (5)	3/6/2013	3/6/2022	Common Stock	20000	$0.00	27323	D
Employee Stock Option (right to buy)	$10.58	2/22/2021		M			20000 (5)	3/6/2013	3/6/2022	Common Stock	20000	$0.00	7323	D

Explanation of Responses:
(1)	This transaction was made pursuant to a Rule 10(b)5-1 trading plan adopted by Mr. Donahue on November 20, 2020 (the "Plan"). Mr. Donahue holds various stock options that are expiring in 2022 and 2023 and wished to put the Plan in place to facilitate the orderly exercise of such options before their expiration.
(2)	The shares with respect to this transaction were sold in multiple trades at prices ranging from $47.60 to $48.44; 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.
(3)	The shares with respect to this transaction were sold in multiple trades at prices ranging from $44.97 to $46.18; 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.
(4)	Number of shares includes 8,532 Restricted Stock Units (RSUs) that in the future will be converted on a one-for-one basis into shares of Cohu, Inc. Common Stock immediately upon the vest dates (assuming continued service to the Board of Directors).
(5)	The options vested fully on March 06, 2016.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DONAHUE JAMES A 12367 CROSTHWAITE CIRCLE POWAY, CA 92064	X

Signatures
Jeffrey D. Jones, by Power of Attorney		2/23/2021
**Signature of Reporting Person		Date