ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2016

Nov 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2016-11-25

Reporting Person: Chang Daniel Kuang Ming (Senior VP of Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-25	Common Share	M	3080	$14.14	Acquired	43398	Direct
2016-11-25	Common Share	S	3080	$22.90	Disposed	40318	Direct
2016-11-28	Common Share	M	1329	$14.14	Acquired	41647	Direct
2016-11-28	Common Share	S	1329	$22.90	Disposed	40318	Direct
2016-11-28	Common Share	M	1312	$8.45	Acquired	41630	Direct
2016-11-28	Common Share	S	1312	$22.90	Disposed	40318	Direct
2016-11-28	Common Share	M	4375	$7.44	Acquired	44693	Direct
2016-11-28	Common Share	S	4375	$22.90	Disposed	40318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-25	Employee Share Option (right to buy)	$14.14	M	3080	Disposed	2020-06-27	Common Shares (3080.0)	Direct
2016-11-28	Employee Share Option (right to buy)	$14.14	M	1329	Disposed	2020-06-27	Common Shares (1329.0)	Direct
2016-11-28	Employee Share Option (right to buy)	$8.45	M	1312	Disposed	2023-02-13	Common Shares (1312.0)	Direct
2016-11-28	Employee Share Option (right to buy)	$7.44	M	4375	Disposed	2024-03-16	Common Shares (4375.0)	Direct

Footnotes

F1: Includes an aggregate of 38,617 shares subject to restricted share unit 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 14, 2016.

F3: The price reported in Column 4 is the exact price at which all shares were sold.

F4: The option is fully vested and immediately exercisable for all option shares.

F5: The option was granted on February 14, 2013 and becomes exercisable with respect to one-fourth (1/4) of the underlying shares on February 14, 2014, and thereafter the balance of the option shares become exercisable in a series of thirty-six (36) successive equal monthly installments.

F6: The option was granted on March 17, 2014 and becomes exercisable with respect to one-fourth (1/4) of the underlying shares on March 15, 2015, and thereafter the balance of the option shares become exercisable in a series of thirty-six (36) successive equal monthly installments.