06/01/2024 - Alpha & Omega Semiconductor Ltd.: Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person * Chang Stephen Chunping 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 _____ Officer (give title below) _____ Other (specify below) Chief Executive Officer / (Last) (First) (Middle) 475 OAKMEAD PKWY 3. Date of Earliest Transaction (Month/Day/Year) (Street) SUNNYVALE CA 94085 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/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 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	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	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Chang Stephen Chunping 475 OAKMEAD PKWY SUNNYVALE, CA94085			Chief Executive Officer

Signatures

/s/ Yanbing Hong, attorney-in-fact for Stephen Chang	2024-01-05
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(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)	Represents market-based restricted share units (MRSUs) granted on July 1, 2018 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 January 2024 provided that the Reporting Person remains in the issuers service through each such vesting date.
(2)	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.
(3)	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.
(4)	Reflects 662 shares acquired under the Issuer's Employee Stock Purchase Plan on May 12, 2023.
(5)	Shares withheld to satisfy the Issuer's tax withholding obligation upon the issuance and annual vesting of shares subject to MRSUs.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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Alpha & Omega Semiconductor Ltd. published this content on 05 January 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 January 2024 01:15:04 UTC.