DIODES INC /DEL/ — Director's Dealing 2017

Feb 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIODES INC /DEL/ (DIOD)
CIK: 0000029002
Period of Report: 2017-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Diodes Incorporated Common Stock	A	62905	$0.00	Acquired	1065920	Direct
2017-02-21	Diodes Incorporated Common Stock - Performance Stock Units	A	62905	$0.00	Acquired	62905	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 02/21/2018.

F2: Granted under Rule 16b-3 Plan.

F3: Each PSU represents a contingent right granted under the companys 2013 Equity Incentive Plan, a Rule 16b-3 Plan, to receive 1 share of Diodes Incorporated Common Stock. These PSUs were granted in replacement of 700,000 stock units previously reported.

F4: The PSUs vest in February 2020 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2017 through 2019 of $204.6 million (Target Performance).

F5: This number represents the target number of PSUs (Target Award) that will vest if the Target Performance is achieved. There is a threshold that provides for payment of 50% of the Target Award upon 80% achievement of the Target Performance and a maximum that provides for payment of 200% of the Target Award upon 120% achievement of the Target Performances. Between 80% and 100% and between 100% and 120% achievement of Target Performance, the Target Award will be decreased or increased on a pro rata basis, with no payout below 80% achievement and payout limited to 200% of the Target Award if the Target Performance exceeds 120%.

F6: 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.