ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2019

Mar 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2019-03-15

Reporting Person: Liang Yifan (CFO and Corp Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-15	Common Shares	F	2569	$11.18	Disposed	96745	Direct
2019-03-15	Common Shares	F	7111	$11.18	Disposed	89634	Direct
2019-03-15	Common Shares	A	13000	—	Acquired	102634	Direct

Footnotes

F1: Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of Performance Share Units (PSU) granted on March 15, 2017 and March 15, 2018.

F2: Includes an aggregate of 40,858 shares subject to Restricted Share Unit (RSU) awards granted on March 15, 2016, March 15, 2017, March 15, 2018, and March 15, 2019, which will be issued as such units vest in accordance with their terms.

F3: Reflects 555 shares acquired under the Issuer's Employee Stock Purchase Plan on November 14, 2018.

F4: Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of RSU granted on March 16, 2015, March 15, 2016, and March 15, 2017, and March 15, 2018.

F5: The RSU shall vest in equal annual installments over four (4) years from March 15, 2019, provided that the Reporting Person remains in the Issuer's service through each such vesting date.

F6: Excludes 22,000 unvested common shares subject to the PSU granted on March 15, 2019 ("2019 PSU"), which may become vested upon achievement of certain corporate performance goals in the future.