ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2017

May 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2017-05-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-04	Common Share	S	1203	$18	Disposed	46650	Direct
2017-05-04	Common Share	M	4375	$7.44	Acquired	51025	Direct
2017-05-04	Common Share	S	4375	$19	Disposed	46650	Direct
2017-05-04	Common Share	M	1313	$8.45	Acquired	47963	Direct
2017-05-04	Common Share	S	1313	$19	Disposed	46650	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-04	Employee Share Option (right to buy)	$7.44	M	4375	Disposed	2024-03-16	Common Shares (4375.0)	Direct
2017-05-04	Employee Share Option (right to buy)	$8.45	M	1313	Disposed	2023-02-13	Common Shares (1313.0)	Direct

Footnotes

F1: The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on Mar 8, 2017.

F2: The price reported in Column 4 is the exact price at which all shares were sold.

F3: Includes an aggregate of 38,838 shares subject to restricted share unit awards granted on March 17, 2014, March 16, 2015, March 15, 2016, and March 15, 2017, which will be issued as such units vest in accordance with their terms.

F4: The option was granted on March 17, 2014 and became 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.

F5: The option is fully vested and immediately exercisable for all option shares.