Sec Form 4 Filing - LU KEH SHEW @ DIODES INC /DEL/ - 2015-07-21

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LU KEH SHEW 2. Issuer Name and Ticker or Trading Symbol DIODES INC /DEL/ [ DIOD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 4949 HEDGCOXE ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2015 (Street) PLANO, TX75024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Diodes Incorporated Common Stock ( 1 ) 07/21/2015 A 700,000 ( 2 ) ( 3 ) A $ 0 1,621,720 D Diodes Incorporated Common Stock 33,550 ( 4 ) I Custodial Diodes Incorporated Common Stock 103,000 I Revocable Trust Diodes Incorporated Common Stock 476,783 I Lu Grandchildren's Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indire ct (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LU KEH SHEW 4949 HEDGCOXE ROAD SUITE 200 PLANO, TX75024 X President & CEO Signatures Richard D. White as Power of Attorney for Keh-Shew Lu 07/23/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total stock units granted is divided into four installment grants, beginning on July 21, 2015 for 150,000 stock units, on July 1, 2016 for 250,000 stock units, on July 1, 2017 for 250,000 stock units, and on July 1, 2018 for 50,000 stock units. All stock units granted can only be vested upon satisfaction of two vesting conditions: a service-based vested requirement and a performance-based vested requirement. The service-based vested requirement can be satisfied in 100,000 stock units per year beginning in July 1, 2016 and in each of the six subsequent anniversary years so long as Keh-Shew Lu renders continuous service to the Company. The performance-based vested requirement shall be satisfied upon the achievement of a pre-determined performance criterion as of the third business day after the date the Company files with the Securities and Exchange Commission an Annual Report on Form 10-K for a fiscal year or a Quarterly Report on Form 10-Q. ( 2 )Granted under Rule 16b-3 Plan. ( 3 )Shares granted under the Company's 2013 Equity Incentive Plan. ( 4 )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.

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).

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