SEC Info - Ho Yueh-Se - ‘4’ for 3/16/20 re: Alpha & Omega Semiconductor Ltd.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ho Yueh-Se

(Last)

(First)

(Middle)

475 OAKMEAD PARKWAY

(Street)

SUNNYVALE

94085

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALPHA & OMEGA SEMICONDUCTOR Ltd [ AOSL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
3/16/20

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	3/16/20		A		2,812 ⁽¹⁾	A	$0	309,518 ⁽²⁾ ⁽³⁾	D
Common Shares	3/16/20		A		5,500 ⁽⁴⁾	A	$0	315,018 ⁽²⁾ ⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) Represents the issuance of common shares upon vesting of one-fourth (1/4) of performance share units ("PSU") granted on March 15, 2017. The achievement of specified performance goals for such PSU was certified previously by the Compensation Committee on March 15, 2018, and the issuance common shares thereunder are subject to additional service-based vesting conditions in four equal annual installment commencing in March 2018.

(2) Includes an aggregate of 36,875 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2017, March 15, 2018, and March 15, 2019, and March 16, 2020, which will be issued as such units vest in accordance with their terms, and excludes (a) 17,500 unvested common shares subject to the PSU granted on March 16, 2020, which may become vested upon achievement of certain corporate performance goals in the future and (b) 2,812 unvested common shares subject to the 2017 PSU and 11,000 unvested common shares subject to the 2018 PSU which may be vested upon satisfaction of service-based vesting conditions by the Reporting Person.

(3) This Form 4 and related footnotes correct and supplement the disclosure in Footnotes 5 and 7 of the Form 4 filed by the Reporting Person on March 1, 2019 by clarifying that unvested common shares subject to PSUs will be subject to service-based vesting conditions rather than achievement of performance goals which has already occurred.

(4) Represents the issuance of common shares upon vesting of one-fourth (1/4) of PSU granted on March 15, 2018. The achievement of specified performance goals for such PSU was certified previously by the Compensation Committee on February 27, 2019, and the issuance common shares thereunder are subject to additional service-based vesting conditions in four equal annual installment commencing in March 2019.

Remarks:

	/s/ Yangbing Hong, attorney-in-fact for Yueh-Se Ho	7/8/20
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Ho Yueh-Se – ‘4’ for 3/16/20 re: Alpha & Omega Semiconductor Ltd.

On: Wednesday, 7/8/20, at 5:57pm ET · For: 3/16/20 · Accession #: 1387467-20-40 · File #: 1-34717

Previous ‘4’: ‘4’ on 3/18/20 for 3/16/20 · Next: ‘4’ on 11/12/20 for 11/9/20 · Latest: ‘4’ on 11/15/21 for 11/11/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Ho Yueh-Se – ‘4’ for 3/16/20 re: Alpha & Omega Semiconductor Ltd.

On: Wednesday, 7/8/20, at 5:57pm ET · For: 3/16/20 · Accession #: 1387467-20-40 · File #: 1-34717

Previous ‘4’: ‘4’ on 3/18/20 for 3/16/20 · Next: ‘4’ on 11/12/20 for 11/9/20 · Latest: ‘4’ on 11/15/21 for 11/11/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents