Sec Form 4 Filing - Chang Daniel Kuang Ming @ ALPHA & OMEGA SEMICONDUCTOR Ltd - 2019-02-27

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 Chang Daniel Kuang Ming 2. Issuer Name and Ticker or Trading Symbol ALPHA & OMEGA SEMICONDUCTOR Ltd [ AOSL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP of Marketing (Last) (First) (Middle) 475 OAKMEAD PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2019 (Street) SUNNYVALE, CA94085 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 Common Share 02/27/2019 A 10,599 ( 1 ) A $ 0 52,675 ( 2 ) D Common Share 02/27/2019 F 4,124 ( 3 ) D $ 10.91 48,551 ( 2 ) D Common Share 02/27/2019 A 2,250 ( 4 ) A $ 0 50,801 ( 2 ) ( 5 ) D Common Share 02/27/2019 A 3,250 ( 6 ) A $ 0 54,051 ( 2 ) ( 7 ) 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 (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 Indirect (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 Chang Daniel Kuang Ming 475 OAKMEAD PARKWAY SUNNYVALE, CA94085 Senior VP of Marketing Signatures /s/ Yanbing Hong, attorney-in-fact for Daniel Kuang Ming Chang 03/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represent fully vested common shares ("Bonus Shares") granted by the compensation committee of the Board of Directors of the issuer on February 27, 2019 as part of the bonus payment upon achievement of certain corporate performance goals under the Issuer's Amended and Restated 2018 Executive Incentive Plan, dated November 15, 2018. ( 2 )Includes an aggregate of 32,642 shares subject to Restricted Share Unit (RSU) awards granted on March 16, 2015, March 15, 2016, March 15, 2017, and March 15, 2018, which will be issued as such units vest in accordance with their terms. ( 3 )Shares withheld to satisfy the Issuer's tax withholding obligations upon the issuance of the Bonus Shares described above. ( 4 )Represent common shares subject to PSU granted on March 15, 2017 ("2017 PSU") that will become vested on March 15, 2019 upon approval and certification on February 27, 2019 by the Compensation Committee that the performance goals under such PSU were satisfied. ( 5 )Excludes 4,500 unvested common shares subject to the 2017 PSU which may become vested upon achievement of certain corporate performance goals in the future. Previously, the unvested common shares subject to 2017 PSU have been disclosed in Table II of Form 4 and is now being reported in Table I of this Form 4. ( 6 )Represent 3,250 common shares subject to PSU granted on March 15, 2018 ("2018 PSU") that will become vested on March 15, 2019 upon approval and certification on February 27, 2019 by the Compensation Committee that the performance goals under such PSU were satisfied. ( 7 )Excludes 9,750 unvested common shares subject to the 2018 PSU which may become vested upon achievement of certain corporate performance goals in the future. Previously, the unvested common shares subject to 2018 PSU have been disclosed in Table II of Form 4 and is now being reported in Table I of this Form 4.

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