ALPHA & OMEGA SEMICONDUCTOR Ltd — Director's Dealing 2023

Mar 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALPHA & OMEGA SEMICONDUCTOR Ltd (AOSL)
CIK: 0001387467
Period of Report: 2023-03-15

Reporting Person: Xue Bing (EVP-WW Sales & Bus Development)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-15	Common Share	A	20000	—	Acquired	75897	Direct
2023-03-15	Common Share	F	4411	$25.45	Disposed	71486	Direct
2023-03-15	Common Share	F	3339	$25.45	Disposed	68147	Direct
2023-03-15	Common Share	A	11610	—	Acquired	79757	Direct
2023-03-16	Common Share	S	645	$25.07	Disposed	79112	Direct

Footnotes

F1: The RSU shall vest in equal annual installments over four (4) years from March 15, 2023, provided that the Reporting Person remains in the Issuer's service through each such vesting date.

F2: Includes an aggregate of 44,750 shares subject to Restricted Share Unit awards (RSU) granted on March 16, 2020, March 15, 2021, August 12, 2021, March 15, 2022, and March 15, 2023 which will be issued as such units vest in accordance with their terms, and excludes 18,390 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: Reflects 645 shares acquired under the Issuer's Employee Stock Purchase Plan on November 14, 2022.

F4: Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of restricted share units (RSU) granted on March 15, 2019, and March 16, 2020, March 15, 2021, and March 15, 2022.

F5: Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of Performance Share Units (PSU) granted on March 16, 2020, March 15, 2021, and March 15, 2022.

F6: Represents the vesting of PSU granted on March 15, 2022 upon the achievement of specified performance goals as certified previously by the Compensation Committee on February 22, 2023 and the issuance of shares thereunder is subject to vesting in four equal annual installment commencing in March 2023 provided that the Reporting Person remains in the issuer's service through each such vesting date.

F7: Includes 8,707 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.

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.