18/03/2024 - 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 * Li Wenjun 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 Operating 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
Li Wenjun 475 OAKMEAD PKWY SUNNYVALE, CA94085			Chief Operating Officer

Signatures

/s/ Yanbing Hong, attorney-in-fact for Wenjun Li	2024-03-18
**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)	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 3,096 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 22,750 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 10,000 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.

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 18 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 March 2024 20:55:43 UTC.