ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2016

Dec 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2016-12-12

Reporting Person: Chang Mike F (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-21	Common Shares	G	10000	—	Disposed	4039715	Direct
2016-12-12	Common Shares	S	25883	$22.186	Disposed	4013832	Direct
2016-12-13	Common Shares	S	24117	$22.1031	Disposed	3989715	Direct

Footnotes

F1: Includes an aggregate of 79,375 shares subject to RSU awards granted on February 14, 2013, March 17, 2014, March 16, 2015, and March 15, 2016, which will be issued as such units vest in accordance with their terms.

F2: The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on Sep 8, 2016.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.0000 to $22.8300, inclusive. The Reporting Person undertakes to provide to Alpha and Omega Semiconductor Limited, any security holder of Alpha and Omega Semiconductor Limited, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.0000 to $22.2500, inclusive. The Reporting Person undertakes to provide to Alpha and Omega Semiconductor Limited, any security holder of Alpha and Omega Semiconductor Limited, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.