DIODES INC /DEL/ — Director's Dealing 2019

Feb 26, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: DIODES INC /DEL/ (DIOD)
CIK: 0000029002
Period of Report: 2019-02-18

Reporting Person: Whitmire Brett R (CFO, Effective 3/1/2019)

Holdings (Non-Derivative)

Security	Shares	Ownership
Diodes Incorporated Common Stock	18750	Direct
Diodes Incorporated Common Stock - Performance Stock Units	12000	Direct

Footnotes

F1: The amount of securities beneficially owned includes a Restricted Stock Unit award of 12,000 shares approved by the Board of Directors on 2/18/2019 and were granted on 2/21/2019 that will vest in four equal installments beginning 2/21/2020.

F2: 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.

F3: The PSUs were granted on 2/21/2019 and vest in February 2022 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2019 through 2021 of $568.7 million (Target Performance).

F4: 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%.