ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2022

Mar 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2022-03-15

Reporting Person: Chang Mike F (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-15	Common Shares	A	70000	—	Acquired	4353826	Direct
2022-03-15	Common Shares	F	29208	$48.65	Disposed	4324618	Direct
2022-03-15	Common Shares	F	24908	$48.65	Disposed	4299710	Direct
2022-03-15	Common Shares	A	22500	—	Acquired	4322210	Direct
2022-03-15	Common Shares	A	70000	—	Acquired	4392210	Direct
2022-03-17	Common Shares	M	56400	$9.90	Acquired	4448610	Direct
2022-03-17	Common Shares	S	56400	$55	Disposed	4392210	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-17	Employee Share Option (right to buy)	$9.9	M	56400	Disposed	2022-04-25	Common Share (56400.0)	Direct

Footnotes

F1: The RSU shall vest in equal annual installments over four (4) years from March 15, 2022, provided that the Reporting Person remains in the Issuer's service through each such vesting date.

F2: Includes an aggregate of 170,000 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2019, March 16, 2020, March 15, 2021, and March 15, 2022 which will be issued as such units vest in accordance with their terms, and excludes 70,000 unvested common shares subject to the PSU granted on March 15, 2022, which may become vested upon achievement of certain corporate performance goals in the future.

F3: Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of restricted share units (RSU) granted on March 15, 2018, March 15, 2019, March 16, 2020, and March 15, 2021.

F4: Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of Performance Share Units (PSU) granted on March 15, 2018, March 16, 2020, and March 15, 2021.

F5: 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.

F6: Represents the vesting of PSU granted on March 15, 2021 upon the achievement of specified performance goals as certified previously by the Compensation Committee on February 24, 2022 and the issuance of shares thereunder is subject to vesting in four equal annual installment commencing in March 2022 provided that the Reporting Person remains in the issuer's service through each such vesting date.

F7: Includes 52,500 unvested shares subject to the PSU granted on March 15, 2021 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person.

F8: The sales were effected pursuant to a Rule 10b5-1 trading plan adopted previously by the Reporting Person.

F9: The price reported in Column 4 is the exact price at which all shares were sold.

F10: All options are fully vested and exercisable.