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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Liang Yifan
  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
(Last)
(First)
(Middle)
475 OAKMEAD PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
08/12/2024
(Street)

SUNNYVALE, CA 94085		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 08/12/2024   M   10,000 A $ 9.07 306,294 (1) (2) (3) D  
Common Shares 08/12/2024   S   8,386 (4) D $ 35.5294 (5) 297,908 (1) (2) (3) D  
Common Shares 08/12/2024   S   1,614 (4) D $ 35.9465 (6) 296,294 (1) (2) (3) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Employee Share Option (right to buy) $ 9.07 08/12/2024   M     10,000   (7) 08/14/2024 Common Shares 10,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Liang Yifan
475 OAKMEAD PARKWAY
SUNNYVALE, CA 94085		       CFO and Corp Secretary  

Signatures

 /s/ Yanbing Hong, attorney-in-fact for Yifan Liang   08/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 6,772 unvested shares subject to the PSU granted on March 15, 2022 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person.
(2) Includes an aggregate of 46,250 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2021, March 15, 2022, March 15, 2023, and March 15, 2024 which will be issued as such units vest in accordance with their terms, and excludes 17,500 unvested common shares subject to the PSU granted on March 15, 2024, which may become vested upon achievement of certain corporate performance goals in the future.
(3) Reflects 875 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2024.
(4) The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 24, 2023.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.8600 to $35.8450, inclusive. The Reporting Person undertakes to provide to Alpha and Omega Semiconductor Limited, any security holder of Alpha and Omega Semiconductor Limited, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.8700 to $36.3050, inclusive. The Reporting Person undertakes to provide to Alpha and Omega Semiconductor Limited, any security holder of Alpha and Omega Semiconductor Limited, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(7) The option is fully vested and immediately exercisable for all option shares.

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