APPLIED OPTOELECTRONICS, INC. — Director's Dealing 2017

May 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED OPTOELECTRONICS, INC. (AAOI)
CIK: 0001158114
Period of Report: 2017-05-11

Reporting Person: Lin Chih-Hsiang (Thompson) (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-11	Common Stock, $.001 par value	M	2000	$6	Acquired	320455	Direct
2017-05-11	Common Stock, $.001 par value	F	289	$64.97	Disposed	320166	Direct
2017-05-11	Common Stock, $.001 par value	M	17407	$6	Acquired	337573	Direct
2017-05-11	Common Stock, $.001 par value	F	2511	$64.97	Disposed	335062	Direct
2017-05-11	Common Stock, $.001 par value	M	10667	$6	Acquired	345729	Direct
2017-05-11	Common Stock, $.001 par value	F	1540	$64.97	Disposed	344189	Direct
2017-05-12	Common Stock, $.001 par value	S	8586	$66	Disposed	335603	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-11	Incentive Stock Option (Right to Buy)	$6	M	2000	Disposed	2020-08-23	Common Stock, $0.001 par value (2000)	Direct
2017-05-11	Incentive Stock Option	$6	M	17407	Disposed	2021-03-04	Common Stock, $0.001 par value (17407)	Direct
2017-05-11	Right to Buy	$6	M	10667	Disposed	2022-05-22	Common Stock, $0.001 par value (10667)	Direct

Footnotes

F1: Represents a "net exercise" of outstanding stock options. The reporting person received 1,711 shares of common stock on net exercise of option to purchase 2,000 shares of common stock. The Company withheld 289 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on May 10, 2017 of $64.97, pursuant to the terms of the 2006 Stock Incentive Plan.

F2: Represents a "net exercise" of outstanding stock options. The reporting person received 14,896 shares of common stock on net exercise of option to purchase 17,407 shares of common stock. The Company withheld 2,511 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on May 10, 2017 of $64.97, pursuant to the terms of the 2006 Stock Incentive Plan.

F3: Represents a "net exercise" of outstanding stock options. The reporting person received 9,127 shares of common stock on net exercise of option to purchase 10,667 shares of common stock. The Company withheld 1,540 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing stock price on May 10, 2017 of $64.97, pursuant to the terms of the 2006 Stock Incentive Plan.

F4: The shares were sold in multiple transactions on May 12, 2017 at an actual sale price ranging from $66.00 to $66.07 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F5: Option fully vested.