SEC Form 4
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*
Liang Yifan

(Last) (First) (Middle)
475 OAKMEAD PARKWAY

(Street)
SUNNYVALE CA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO and Corp Secretary
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2020
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)
Code V Amount (A) or (D) Price
Common Shares 03/16/2020 F 3,137(1) D $7.36 100,965(2)(3) D
Common Shares 03/16/2020 F 7,416(4) D $7.36 93,549(2)(3) D
Common Shares 03/16/2020 A 17,500(5) A $0 111,049(2)(3)(6) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of Performance Share Units (PSU) granted on March 15, 2017 and March 15, 2018.
2. Includes an aggregate of 56,500 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.
3. Reflects 720 shares acquired under the Issuer's Employee Stock Purchase Plan on November 14, 2019.
4. Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of RSU granted on March 15, 2016, and March 15, 2017, March 15, 2018, and March 15, 2019.
5. The RSU shall vest in equal annual installments over four (4) years from March 16, 2020, provided that the Reporting Person remains in the Issuer's service through each such vesting date.
6. Excludes 17,500 unvested common shares subject to the PSU granted on March 16, 2020 ("2020 PSU"), which may become vested upon achievement of certain corporate performance goals in the future.
Remarks:
/s/ Yanbing Hong, attorney-in-fact for Yifan Liang 03/18/2020
** 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).
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