DIODES INC /DEL/ — Director's Dealing 2018

Feb 24, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIODES INC /DEL/ (DIOD)
CIK: 0000029002
Period of Report: 2018-02-14

Reporting Person: BELTRAN CLEMENTE (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-14	Diodes Incorporated Common Stock	A	3800	$0.00	Acquired	30063	Direct
2018-02-21	Diodes Incorporated Common Stock	F	282	$29.21	Disposed	29781	Direct
2018-02-14	Diodes Incorporated Common Stock - Performance Stock Units	A	3800	$0.00	Acquired	7597	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Diodes Incorporated Common Stock	12588	Indirect

Footnotes

F1: Restricted stock units vest in four equal installments beginning 02/14/2019.

F2: Granted under Rule 16b-3 Plan.

F3: Vested restricted stock unit shares were automatically withheld to cover income tax.

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 2021 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2018 through 2020 of $360.8 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%.