ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2012

Sep 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2012-09-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-07	Common Shares	S	5124	$9.74	Disposed	2657044	Indirect
2012-09-07	Common Shares	S	266	$9.74	Disposed	137194	Indirect
2012-09-07	Common Shares	S	54	$9.74	Disposed	29099	Indirect
2012-09-10	Common Shares	S	2824	$9.62	Disposed	2654220	Indirect
2012-09-10	Common Shares	S	147	$9.62	Disposed	137047	Indirect
2012-09-10	Common Shares	S	30	$9.62	Disposed	29069	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	40000	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.63 to $9.81, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.58 to $9.70, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

F3: The Reporting Person and his wife are co-trustees of The Third Millennium Trust, which is a non-managing member of SCGF III Management, LLC ("SCGF LLC"), which is the general partner of each of Sequoia Capital Growth Fund III AIV, LP and Sequoia Capital Growth Partners III, LP, and the managing member of Sequoia Capital Growth III Principals Fund LLC (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 interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F4: The shares are held by The Third Millennium Trust, of which the Reporting Person and his wife are co-trustees.