ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2021

Mar 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2021-02-25

Reporting Person: Chang Stephen Chunping (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-15	Common Share	A	17500	—	Acquired	261662	Direct
2021-03-15	Common Share	F	3159	$36.27	Disposed	258503	Direct
2021-03-15	Common Share	F	2843	$36.27	Disposed	255660	Direct
2021-03-15	Common Share	A	1687	—	Acquired	257347	Direct
2021-03-15	Common Share	A	3750	—	Acquired	261097	Direct
2021-02-25	Common Share	A	12000	—	Acquired	273097	Direct

Footnotes

F1: The RSU shall vest in equal annual installments over four (4) years from March 15, 2021, provided that the Reporting Person remains in the Issuer's service through each such vesting date.

F2: Reflects 695 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2020 and 675 shares acquired under the Issuer's Employee Stock Purchase Plan on November 14, 2020.

F3: Includes an aggregate of 33,250 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2018, March 15, 2019, March 16, 2020, and March 15, 2021 which will be issued as such units vest in accordance with their terms, and excludes (a) 17,500 unvested common shares subject to the PSU granted on March 15, 2021, which may become vested upon achievement of certain corporate performance goals in the future and (b) 3,750 unvested common shares subject to the 2018 PSU which may be vested upon satisfaction of service-based vesting conditions by the Reporting Person.

F4: Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of RSU granted on March 15, 2017, March 15, 2018, March 15, 2019, and March 16, 2020.

F5: Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of Performance Share Units (PSU) granted on March 15, 2017, March 15, 2018, and March 16, 2020.

F6: Represents the issuance of common shares upon vesting of one-fourth (1/4) of performance share units ("PSU") granted on March 15, 2017. The achievement of specified performance goals for such PSU was certified previously by the Compensation Committee on March 15, 2018, and the issuance common shares thereunder are subject to additional service-based vesting conditions in four equal annual installment commencing in March 2018.

F7: Represents the issuance of common shares upon vesting of one-fourth (1/4) of PSU granted on March 15, 2018. The achievement of specified performance goals for such PSU was certified previously by the Compensation Committee on February 27, 2019, and the issuance common shares thereunder are subject to additional service-based vesting conditions in four equal annual installment commencing in March 2019.

F8: Represents the vesting of PSU granted on March 16, 2020 upon the achievement of specified performance goals as certified previously by the Compensation Committee on February 25, 2021 and the issuance common shares thereunder are subject to additional service-based vesting conditions in four equal annual installment commencing in March 2021.

F9: Includes 9,000 unvested common shares subject to the 2020 PSU granted on March 16, 2020 which may be vested upon satisfaction of service-based vesting conditions by the Reporting Person.