Sec Form 4 Filing - Chang Stephen Chunping @ ALPHA & OMEGA SEMICONDUCTOR Ltd - 2022-03-15

Insider filing report for Changes in Beneficial Ownership
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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 Stephen Chunping
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)
President
(Last) (First) (Middle)
475 OAKMEAD PKWY
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2022
(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 03/15/2022 A 25,000( 1 ) A $ 0 297,434( 2 ) D
Common Share 03/15/2022 F 4,368( 3 ) D $ 48.65 293,066( 2 ) D
Common Share 03/15/2022 F 3,748( 4 ) D $ 48.65 289,318( 2 ) D
Common Share 03/15/2022 A 3,750( 5 ) A $ 0 293,068( 2 ) D
Common Share 03/15/2022 A 17,500( 6 ) A $ 0 310,568( 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 Stephen Chunping
475 OAKMEAD PKWY
SUNNYVALE, CA94085
President
Signatures
/s/ Yanbing Hong, attorney-in-fact for Stephen Chang 03/17/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The RSU shall vest in equal annual installments over four (4) years from March 15, 2022, provided that the Reporting Person remains in the Issuer's service through each such vesting date.
( 2 )Includes an aggregate of 46,375 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2019, March 16, 2020, March 15, 2021, and March 15, 2022 which will be issued as such units vest in accordance with their terms, and excludes 25,000 unvested common shares subject to the PSU granted on March 15, 2022, which may become vested upon achievement of certain corporate performance goals in the future.
( 3 )Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of RSU granted on March 15, 2018, March 15, 2019, March 16, 2020, and March 15, 2021.
( 4 )Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of Performance Share Units (PSU) granted on March 15, 2018, March 16, 2020, and March 15, 2021.
( 5 )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.
( 6 )Represents the vesting of PSU granted on March 15, 2021 upon the achievement of specified performance goals as certified previously by the Compensation Committee on February 24, 2022 and the issuance of shares thereunder is subject to vesting in four equal annual installment commencing in March 2022 provided that the Reporting Person remains in the issuer's service through each such vesting date.
( 7 )Includes 13,125 unvested shares subject to the PSU granted on March 15, 2021 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person.

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