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. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Liang Yifan 		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
(Last)          (First)          (Middle)

475 OAKMEAD PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/10/2016
(Street)

SUNNYVALE, CA 94085
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/10/2016     M    2564   A $13   63395   (1) D    
Common Shares   10/10/2016     S    2564   (2) D $23   (3) 60831   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Share Option (right to buy)   $13.0   10/10/2016     M         2564      (4) 2/6/2018   Common Shares   2564.0   $0   0   D    

Explanation of Responses:
( 1)  Includes an aggregate of 46,046 shares subject to restricted share unit awards granted on February 14, 2013, March 17, 2014, August 15, 2014, and March 16, 2015, and March 15, 2016, which will be issued as such units vest in accordance with their terms.
( 2)  The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on Sep 9, 2016.
( 3)  The price reported in Column 4 is the exact price at which all shares were sold.
( 4)  The option is fully vested and immediately exercisable for all option shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Liang Yifan
475 OAKMEAD PARKWAY
SUNNYVALE, CA 94085

CFO and Corp Secretary

Signatures
/s/ Yanbing Hong, attorney-in-fact for Yifan Liang 10/12/2016
** 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 control number.
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