Sec Form 4 Filing - MacDonald Bruce @ LTX-CREDENCE CORP - 2010-10-08

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 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 MacDonald Bruce 2. Issuer Name and Ticker or Trading Symbol LTX-CREDENCE CORP [ LTXC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) LTX-CREDENCE CORPORATION, 825 UNIVERSITY AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/08/2010 (Street) NORWOOD, MA02062 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 10/08/2010 F 1,588 D $ 6.11 ( 2 ) 60,487 ( 1 ) D Common Stock 10/08/2010 F 1,588 D $ 6.11 ( 3 ) 58,899 D Common Stock 10/08/2010 F 2,620 D $ 6.11 ( 4 ) 56,279 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MacDonald Bruce LTX-CREDENCE CORPORATION 825 UNIVERSITY AVENUE NORWOOD, MA02062 Chief Technology Officer Signatures /s/ Bruce MacDonald 10/12/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of September 30, 2010, LTX-Credence Corporation effected a three-for-one reverse stock split, which is reflected in the share numbers. All previously reported exercise prices, option grants and similar instruments convertible into common stock have been proportionately adjusted to reflect the reverse split. ( 2 )Each restricted stock unit represents the right to receive one share of LTX-Credence common stock. These restricted stock unit awards (RSUs) were originally granted on September 13, 2006 with performance based vesting. On October 8, 2008, the vesting of the RSUs was amended in consideration of waiver of rights under a change of control employment agreement to provide that 40% vested on October 8, 2008; 30% vested on October 8, 2009 and the remaining balance vested on October 8, 2010. The disposition of common stock described in this filing reflects the amount of shares of common stock withheld for tax withholding purposes. ( 3 )Each restricted stock unit represents the right to receive one share of LTX-Credence common stock. Under the terms of the RSUs: 25% of the units vested on October 8, 2009; 25% vested on October 8, 2010 and the remaining units will vest in two equal annual installments starting on October 8, 2011. The disposition of common stock described in this filing reflects the amount of shares of common stock withheld for tax withholding purposes. ( 4 )Each restricted stock unit represents the right to receive one share of LTX-Credence common stock. Under the terms of the RSUs: 33% of the units vested on October 8, 2009; 33% of the remaining units will vest on October 8, 2010 and 34% will vest on October 8, 2011. The disposition of common stock described in this filing reflects the amount of shares of common stock withheld for tax withholding purposes.

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