EVP-WW Sales & Bus Development Xue Bing was granted 30,000 units of Common Share and covered exercise/tax liability with 12,572 units of Common Share, increasing direct ownership by 15% to 132,796 units (SEC Form 4)
$AOSL
Semiconductors
Technology
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALPHA & OMEGA SEMICONDUCTOR Ltd [ AOSL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/17/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Share | 03/17/2025 | A | 15,000(1) | A | $0 | 130,368(2)(3)(4) | D | |||
| Common Share | 03/17/2025 | F | 8,255(5) | D | $27.61 | 122,113(2)(3)(4) | D | |||
| Common Share | 03/17/2025 | F | 4,317(6) | D | $27.61 | 117,796(2)(3)(4) | D | |||
| Common Share | 03/17/2025 | A | 15,000(7) | A | $0 | 132,796(2)(3)(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 17, 2025, provided that the Reporting Person remains in the Issuer's service through each such vesting date. |
| 2. Includes 45,000 unvested shares subject to the Market-Based Performance Share Unit (MSU) granted on July 01, 2018 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person. |
| 3. Includes 14,154 unvested shares subject to the Performance Share Unit (PSU) granted on March 15, 2022 and March 15, 2024 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person. |
| 4. Includes an aggregate of 41,000 shares subject to Restricted Share Unit awards (RSU) granted on August 12, 2021, March 15, 2022, March 15, 2023, March 15, 2024, and March 17, 2025 which will be issued as such units vest in accordance with their terms, and excludes 15,000 unvested common shares subject to the PSU granted on March 17, 2025, which may become vested upon achievement of certain corporate performance goals in the future. |
| 5. Shares withheld to satisfy the Issuer's tax withholding obligation upon vesting of Restricted Share Units (RSU) granted on March 15, 2021, March 15, 2022, March 15, 2023 and March 15, 2024. |
| 6. Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of Performance Share Units (PSU) granted on March 15, 2021, March 15, 2022, and March 15, 2024. |
| 7. Represents PSU granted on March 15, 2024 upon the achievement of specified performance goals as certified previously by the Compensation Committee on February 28, 2025 and the issuance of shares thereunder is subject to vesting in four equal annual installment commencing on March 15, 2025 provided that the Reporting Person remains in the issuer's service through each such vesting date. |
| Remarks: |
| /s/ Yanbing Hong, attoryney-in-fact for Bing Xue | 03/18/2025 | |
| ** 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. | ||