Chang Stephen Chunping Form 4 ALPHA & OMEGA SEMICONDUCTOR / Stephen Chunping Chang ownership change

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^*

Chang Stephen Chunping

(Last)

(First)

(Middle)

475 OAKMEAD PKWY

(Street)

SUNNYVALE

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)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Share	03/15/2023		A		57,500⁽¹⁾	A	$0	369,588⁽²⁾⁽³⁾	D
Common Share	03/15/2023		F		6,762⁽⁴⁾	D	$25.45	362,826⁽²⁾⁽³⁾	D
Common Share	03/15/2023		F		5,201⁽⁵⁾	D	$25.45	357,625⁽²⁾⁽³⁾	D
Common Share	03/15/2023		A		19,350⁽⁶⁾	A	$0	376,975⁽²⁾⁽³⁾⁽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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The RSU shall vest in equal annual installments over four (4) years from March 15, 2023, provided that the Reporting Person remains in the Issuer's service through each such vesting date.

2. Includes an aggregate of 88,000 shares subject to Restricted Share Unit awards (RSU) granted on March 16, 2020, March 15, 2021, March 15, 2022, and March 15, 2023 which will be issued as such units vest in accordance with their terms, and excludes 63,150 unvested common shares subject to the PSU granted on March 15, 2023, which may become vested upon achievement of certain corporate performance goals in the future.

3. Reflects 875 and 645 shares acquired under the Issuer's Employee Stock Purchase Plan on May 14, 2022 and November 14, 2022, respectively.

4. Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of restricted share units (RSU) granted on March 15, 2019, March 16, 2020, March 15, 2021, and March 15, 2022.

5. Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of Performance Share Units (PSU) granted on March 16, 2020, March 15, 2021, and March 15, 2022.

6. Represents the vesting of PSU granted on March 15, 2022 upon the achievement of specified performance goals as certified previously by the Compensation Committee on February 22, 2023 and the issuance of shares thereunder is subject to vesting in four equal annual installment commencing in March 2023 provided that the Reporting Person remains in the issuer's service through each such vesting date.

7. Includes 14,512 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.

Remarks:

	/s/ Yanbing Hong, attorney-in-fact for Stephen Chang	03/17/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Chang Stephen Chunping Form 4ALPHA & OMEGA SEMICONDUCTOR / Stephen Chunping Chang ownership change