ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2011

Jul 1, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2011-07-01

Reporting Person: STEVENS MARK A (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2823300	Indirect
Common Shares	145800	Indirect
Common Shares	30900	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Share Option (right to buy)	$18.00	2020-04-27	Common Shares (7500)		Direct
Share Option (right to buy)	$12.06	2020-11-17	Common Shares (7500)		Direct

Footnotes

F1: The reporting person and his wife are co-trustees of The 3rd Millenium Trust, which is a non-managing member of SCGF Management LLC ("SCGF LLC"), which is the general partner of each of Sequoia Capital Growth Fund III AIV L.P. and Sequoia Capital Growth Partners III, L.P., and the managing member of Sequoia Capital Growth III Principals Fund (collectively, the "Sequoia Funds"). The reporting person disclaims beneficial ownership of the securities held by SCGF LLC and the Sequoia Funds except to the extent of his pecuniary interest therein.

F2: As of July 1, 2011, the option is fully vested and immediately exercisable for all option shares.

F3: The option was granted on November 18, 2010 and becomes exercisable upon the earlier of (i) the director's completion of one (1) year of board service measured from the grant date or (ii) the date of the regular shareholders meeting for the year following the year in which the option was granted, provided that the individual continues his board service through such date.