ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2018

Mar 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2018-03-15

Reporting Person: Liang Yifan (CFO and Corp Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-15	Common Shares	M	2250	—	Acquired	77211	Direct
2018-03-15	Common Shares	F	746	$16.22	Disposed	76465	Direct
2018-03-15	Common Shares	F	6583	$16.22	Disposed	69882	Direct
2018-03-15	Common Shares	A	13000	—	Acquired	82882	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-15	Performance RSU	$0.0	M	2500	Disposed		Common Share (2500.0)	Direct
2018-03-15	Performance RSU	$0.0	A	22000	Acquired		Common Shares (22000.0)	Direct

Footnotes

F1: Represents the actual number of common shares issued upon vesting of performance share units ("PSU") based on the level of achievement of specified performance goals set forth in the Reporting Person's PSU agreement.

F2: Includes an aggregate of 49,715 shares subject to restricted share units (RSU) awards granted on August 15, 2014, March 16, 2015, March 15, 2016, March 15, 2017, and March 15, 2018, which will be issued as such units vest in accordance with their terms.

F3: Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of PSU granted on March 15, 2017.

F4: Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of RSU granted on March 17, 2014, March 16, 2015, March 15, 2016, and March 15, 2017.

F5: The RSU shall vest in equal annual installments over four (4) years from March 15, 2018, provided that the Reporting Person remains in the Issuer's service through each such vesting date.

F6: Represents the vesting of one-fourth (1/4) of PSUs granted on March 15, 2017 upon the achievement of specified performance goals as certified by the compensation committee of the board of directors of the Issuer on March 15, 2018.

F7: Each RSU represents the right to receive a specified number of common shares upon the achievement of certain performance goals of the company.