ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2019

Mar 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2019-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-27	Common Share	A	10599	—	Acquired	52675	Direct
2019-02-27	Common Share	F	4124	$10.91	Disposed	48551	Direct
2019-02-27	Common Share	A	2250	—	Acquired	50801	Direct
2019-02-27	Common Share	A	3250	—	Acquired	54051	Direct

Footnotes

F1: Represent fully vested common shares ("Bonus Shares") granted by the compensation committee of the Board of Directors of the issuer on February 27, 2019 as part of the bonus payment upon achievement of certain corporate performance goals under the Issuer's Amended and Restated 2018 Executive Incentive Plan, dated November 15, 2018.

F2: Includes an aggregate of 32,642 shares subject to Restricted Share Unit (RSU) awards granted on 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 obligations upon the issuance of the Bonus Shares described above.

F4: Represent common shares subject to PSU granted on March 15, 2017 ("2017 PSU") that will become vested on March 15, 2019 upon approval and certification on February 27, 2019 by the Compensation Committee that the performance goals under such PSU were satisfied.

F5: Excludes 4,500 unvested common shares subject to the 2017 PSU which may become vested upon achievement of certain corporate performance goals in the future. Previously, the unvested common shares subject to 2017 PSU have been disclosed in Table II of Form 4 and is now being reported in Table I of this Form 4.

F6: Represent 3,250 common shares subject to PSU granted on March 15, 2018 ("2018 PSU") that will become vested on March 15, 2019 upon approval and certification on February 27, 2019 by the Compensation Committee that the performance goals under such PSU were satisfied.

F7: Excludes 9,750 unvested common shares subject to the 2018 PSU which may become vested upon achievement of certain corporate performance goals in the future. Previously, the unvested common shares subject to 2018 PSU have been disclosed in Table II of Form 4 and is now being reported in Table I of this Form 4.