Liang Yifan Form 4 ALPHA & OMEGA SEMICONDUCTOR / Yifan Liang 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^*

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)
03/15/2024

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	03/15/2024		A		17,500(1)	A	$0	310,796(2)(3)	D
Common Shares	03/15/2024		F		9,335(4)	D	$21.55	301,461(2)(3)	D
Common Shares	03/15/2024		F		6,042(5)	D	$21.55	295,419	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 Restricted Share Unit (RSU) shall vest in equal annual installments over four (4) years from March 15, 2024, provided that the Reporting Person remains in the Issuer's service through each such vesting date.

2. Includes 6,772 unvested shares subject to the Performance Share Unit (PSU) granted on March 15, 2022 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person.

3. 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.

4. Shares withheld to satisfy the Issuer's tax withholding obligation upon vesting of Restricted Share Units (RSU) granted on March 16, 2020, March 15, 2021, March 15, 2022, and March 15, 2023.

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.

Remarks:

	/s/ Yanbing Hong, attorney-in-fact for Yifan Liang	03/18/2024
	** 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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