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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

PDF SOLUTIONS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
693282 10 5
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     o Rule 13d-1(c)

     þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

Page 1 of 5 pages

 

                     
CUSIP No.
  
693282 10 5 

 

           
1   NAMES OF REPORTING PERSONS:
JOHN KACHIG KIBARIAN
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States Citizen
       
  5   SOLE VOTING POWER:
     
NUMBER OF   2,751,169 (1)
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   2,751,169 (1)
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    -0-
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  2,751,169 (1)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  10.4% based on a total of 26,433,727 shares of Issuer's Common Stock outstanding as of December 31, 2005.
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

Page 2 of 5 pages

 

Item 1.
  (a)   Name of Issuer      PDF SOLUTIONS, INC.
 
  (b)   Address of Issuer’s Principal Executive Offices      333 West San Carlos Street, Suite 700, San Jose, CA 95110
Item 2.
  (a)   Name of Person Filing       John Kachig Kibarian
 
  (b)   Address of Principal Business Office or, if none, Residence       333 West San Carlos Street, Suite 700, San Jose, CA 95110
 
  (c)   Citizenship       United States
 
  (d)   Title of Class of Securities       Common Stock, par value $0.00015 per share
 
  (e)   CUSIP Number      693282 10 5
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
         
(a)
  o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
        
(b)
  o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
        
(c)
  o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
        
(d)
  o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
        
(e)
  o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
        
(f)
  o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
        
(g)
  o   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
        
(h)
  o   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
        
(i)
  o   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);

Page 3 of 5 pages

 

         
(j)
  o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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: 2,751,169(1).
 
  (b)   Percent of class: 10.4%.
 
  (c)   Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote 2,751,169(1).
 
  (ii)   Shared power to vote or to direct the vote n/a.
 
  (iii)   Sole power to dispose or to direct the disposition of 2,751,169(1).
 
  (iv)   Shared power to dispose or to direct the disposition of n/a.
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 o.
Instruction: Dissolution of a group requires a response to this item.
Item 6.   Ownership of More than Five Percent on Behalf of Another Person.
     If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
     If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Item 8.   Identification and Classification of Members of the Group
     If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Item 9.   Notice of Dissolution of Group
     Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual
capacity. See Item 5.
Item 10.   Certification

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  (a)   The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
  (b)   The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
     
 
  February 10, 2006
 
   
 
  Date
 
 
   /s/ John Kachig Kibarian
 
   
 
  Signature
 
    
 
  John Kachig Kibarian, Chief Executive Officer
 
   
 
  Name/Title
     The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties for whom copies are to be sent.
     Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
(1) Includes options held by John Kachig Kibarian to purchase 150,413 shares of the Issuer’s common stock. These options are exercisable within 60 days of December 31, 2005.

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