ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2016

Sep 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2016-09-19

Reporting Person: Ho Yueh-Se (Director, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-19	Common Shares	S	258	$21.3263	Disposed	337440	Direct
2016-09-19	Common Shares	M	21900	$18	Acquired	359340	Direct
2016-09-19	Common Shares	S	21900	$21.1357	Disposed	337440	Direct
2016-09-19	Common Shares	M	34000	$12.68	Acquired	371440	Direct
2016-09-19	Common Shares	S	34000	$21.1288	Disposed	337440	Direct
2016-09-19	Common Shares	M	7691	$9.90	Acquired	345131	Direct
2016-09-19	Common Shares	S	7691	$21.1288	Disposed	337440	Direct
2016-09-20	Common Shares	M	12709	$9.90	Acquired	350149	Direct
2016-09-20	Common Shares	M	21362	$7.44	Acquired	371511	Direct
2016-09-20	Common Shares	M	17850	$8.45	Acquired	389361	Direct
2016-09-19	Common Shares	S	51921	$21.0303	Disposed	337440	Direct
2016-09-20	Common Shares	M	14446	$18	Acquired	351886	Direct
2016-09-20	Common Shares	M	3654	$18	Acquired	355540	Direct
2016-09-20	Common Shares	S	18100	$21.0573	Disposed	337440	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-19	Employee Share Option (right to buy)	$18.0	M	21900	Disposed	2020-04-27	Common Shares (21900.0)	Direct
2016-09-19	Employee Share Option (right to buy)	$12.68	M	34000	Disposed	2021-03-06	Common Shares (34000.0)	Direct
2016-09-19	Employee Share Option (right to buy)	$9.9	M	7691	Disposed	2022-04-25	Common Share (7691.0)	Direct
2016-09-20	Employee Share Option (right to buy)	$9.9	M	12709	Disposed	2022-04-25	Common Share (12709.0)	Direct
2016-09-20	Employee Share Option (right to buy)	$7.44	M	21362	Disposed	2024-03-16	Common Share (21362.0)	Direct
2016-09-20	Employee Share Option (right to buy)	$8.45	M	17850	Disposed	2023-02-13	Common Shares (17850.0)	Direct
2016-09-20	Employee Share Option (right to buy)	$18.0	M	14446	Disposed	2020-04-27	Common Shares (14446.0)	Direct
2016-09-20	Employee Share Option (right to buy)	$18.0	M	3654	Disposed	2020-04-27	Common Shares (3654.0)	Direct

Footnotes

F1: The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on Aug 19, 2016.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.21 to $21.36, 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.

F3: Includes an aggregate of 45,119 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.91 to $21.44, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.76 to $21.22, 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.78 to $21.21, 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.

F7: The option is fully vested and immediately exercisable for all option shares.

F8: 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.

F9: 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.