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: 2017-02-17

Reporting Person: KING MARK A (SVP Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Diodes Incorporated Common Stock	M	42000	$15.05	Acquired	110770	Direct
2017-02-17	Diodes Incorporated Common Stock	S	42000	$25.6527	Disposed	68770	Direct
2017-02-21	Diodes Incorporated Common Stock	A	20332	$0.00	Acquired	89102	Direct
2017-02-21	Diodes Incorporated Common Stock - Performance Stock Units	A	20332	$0.00	Acquired	20332	Direct
2017-02-23	Diodes Incorporated Common Stock	M	3000	$15.05	Acquired	92102	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	05/28/09 DIOD NQSO	$15.05	M	42000	Disposed	2019-05-28	Diodes Incorporated Common Stock - Diodes (42000)	Direct
2017-02-23	05/28/09 DIOD NQSO	$15.05	M	3000	Disposed	2019-05-28	Diodes Incorporated Common Stock - Diodes (3000)	Direct

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.51 to $25.76, inclusive. The reporting person undertakes to provide to Diodes Incorporated, any security holder of Diodes Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.

F2: Restricted stock units vest in four equal installments beginning 02/21/2018.

F3: Granted under Rule 16b-3 Plan.

F4: 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.

F5: 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).

F6: 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%.

F7: Non-qualified stock options exercisable in four equal annual installments beginning 05/28/2010.