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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
 Â	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* Chang Mike F (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) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/25/2021
	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	03/15/2021		A		70,000(1)	A	$0	4,283,597(2)	D
Common Shares	03/15/2021		F		29,208(3)	D	$36.27	4,254,389(2)	D
Common Shares	03/15/2021		F		22,238(4)	D	$36.27	4,232,151(2)	D
Common Shares	03/15/2021		A		14,175(5)	A	$0	4,246,326(2)	D
Common Shares	03/15/2021		A		22,500(6)	A	$0	4,268,826(2)	D
Common Shares	02/25/2021		A		70,000(7)	A	$0	4,338,826(2)(8)	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. The RSU shall vest in equal annual installments over four (4) years from March 15, 2021, provided that the Reporting Person remains in the Issuer's service through each such vesting date.

2. Includes an aggregate of 160,000 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2018, March 15, 2019, March 16, 2020, and March 15, 2021 which will be issued as such units vest in accordance with their terms, and excludes (a) 70,000 unvested common shares subject to the PSU granted on March 15, 2021, which may become vested upon achievement of certain corporate performance goals in the future and (b) 22,500 unvested common shares subject to the 2018 PSU which may be vested upon satisfaction of service-based vesting conditions by the Reporting Person.

3. Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of restricted share units (RSU) granted on March 15, 2017, March 15, 2018, March 15, 2019, and March 16, 2020.

4. Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of Performance Share Units (PSU) granted on March 15, 2017, March 15, 2018, and March 16, 2020.

5. 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.

6. 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.

7. Represents the vesting of PSU granted on March 16, 2020 upon the achievement of specified performance goals as certified previously by the Compensation Committee on February 25, 2021 and the issuance common shares thereunder are subject to additional service-based vesting conditions in four equal annual installment commencing in March 2021.

8. Includes 52,500 unvested common shares subject to the 2020 PSU granted on March 16, 2020 which may be vested upon satisfaction of service-based vesting conditions by the Reporting Person.

Remarks:

	/s/ Yanbing Hong, attorney-in-fact for Mike F. Chang	03/17/2021
	** 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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