ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2023

Dec 29, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2023-12-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-28	Common Shares	M	30000	$7.44	Acquired	4367591	Direct
2023-12-28	Common Shares	S	30000	$26.5341	Disposed	4337591	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-28	Employee Share Option (right to buy)	$7.44	M	30000	Disposed	2024-03-16	Common Share (30000)	Direct

Footnotes

F1: Includes 40,635 unvested shares subject to the PSU granted on March 15, 2022 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person .

F2: Includes an aggregate of 142,500 shares subject to Restricted Share Unit awards (RSU) granted on March 16, 2020, March 15, 2021, March 15, 2022, and March 15, 2023 which will be issued as such units vest in accordance with their terms, and excludes 53,320 unvested common shares subject to the PSU granted on March 15, 2023, which may become vested upon achievement of certain corporate performance goals in the future.

F3: The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 26, 2023.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.0500 to $26.6650, inclusive. The Reporting Person undertakes to provide to Alpha and Omega Semiconductor Limited, any security holder of Alpha and Omega Semiconductor Limited, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

F5: The option is fully vested and immediately exercisable for all option shares.