ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2012

Aug 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2012-08-21

Reporting Person: SCGF III MANAGEMENT LLC (10% Owner)
Reporting Person: Sequoia Capital Growth Fund III AIV L P (10% Owner)
Reporting Person: SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND (10% Owner)
Reporting Person: SEQUOIA CAPITAL GROWTH PARTNERS III (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-21	Common Shares	S	32893	$9.94	Disposed	2790407	Indirect
2012-08-21	Common Shares	S	1700	$9.94	Disposed	144100	Indirect
2012-08-21	Common Shares	S	359	$9.94	Disposed	30541	Indirect
2012-08-22	Common Shares	S	8376	$9.78	Disposed	2782031	Indirect
2012-08-22	Common Shares	S	435	$9.78	Disposed	143665	Indirect
2012-08-22	Common Shares	S	90	$9.78	Disposed	30451	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 $9.83 to $9.99, 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: Shares held directly by Sequoia Capital Growth III Principals Fund LLC ("SC Principals"). SCGF LLC, is the managing member of SC Principals and may be deemed to share voting and dispositive power with respect to the shares held by SC Principals. SCGF LLC disclaims beneficial ownership of the securities held by SC Principals except to the extent of its 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.

F3: Shares held directly by Sequoia Capital Growth Partners III, LP ("SC Partners"). SCGF LLC, is the general partner of SC Partners and may be deemed to share voting and dispositive power with respect to the shares held by SC Partners. SCGF LLC disclaims beneficial ownership of the securities held by SC Partners except to the extent of its 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.83 to $9.99, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.66 to $9.90, 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.