DIODES INC /DEL/ — Director's Dealing 2021

Feb 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIODES INC /DEL/ (DIOD)
CIK: 0000029002
Period of Report: 2021-02-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-08	Diodes Incorporated Common Stock	A	32000	$0.00	Acquired	452417	Direct
2021-02-08	Diodes Incorporated Common Stock - Performance Stock Units	A	32000	$0.00	Acquired	207100	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Diodes Incorporated Common Stock	46150	Indirect
Diodes Incorporated Common Stock	463221	Indirect
Diodes Incorporated Common Stock	55655	Indirect
Diodes Incorporated Common Stock	4700	Indirect

Footnotes

F1: Restricted stock units vest in four equal installments beginning 02/24/2022.

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.

F4: The PSUs vest in February 2024 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2021 through 2023 of $535.9 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 60% achievement of the Target Performance and a maximum that provides for payment of 200% of the Target Award upon 140% achievement of the Target Performances. Between 60% and 100% and between 100% and 140% achievement of Target Performance, the Target Award will be decreased or increased on a pro rata basis, with no payout below 60% achievement and payout limited to 200% of the Target Award if the Target Performance exceeds 140%.

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.