DIODES INC /DEL/ — Director's Dealing 2016

May 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIODES INC /DEL/ (DIOD)
CIK: 0000029002
Period of Report: 2016-05-26

Reporting Person: LU KEH SHEW (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-26	Diodes Incorporated Common Stock	A	110000	$0.00	Acquired	1731720	Direct
2016-05-27	Diodes Incorporated Common Stock	S	18564	$17.95	Disposed	1713156	Direct
2016-05-27	Diodes Incorporated Common Stock	S	400	$18.9775	Disposed	1712756	Direct
2016-05-27	Diodes Incorporated Common Stock	S	734	$18.9718	Disposed	1712022	Direct
2016-05-27	Diodes Incorporated Common Stock	S	38	$19.06	Disposed	1711984	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Diodes Incorporated Common Stock	46150	Indirect
Diodes Incorporated Common Stock	90400	Indirect
Diodes Incorporated Common Stock	476783	Indirect

Footnotes

F1: Restricted stock units vest in four equal installments beginning 05/26/2017.

F2: Granted under Rule 16b-3 Plan.

F3: Vested restricted stock unit shares automatically sold to cover income tax for the 05/21/2012, 5/27/2014, and 5/26/2015 awards.

F4: These shares are held in accounts for the reporting persons minor grandchildren and the reporting person is the custodian of those accounts. The reporting person disclaims ownership of the shares held in those custodial accounts, and this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purposes.