Statement of Ownership (sc 13g)
May 25 2018 - 12:24PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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|
(Amendment
No. )*
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|
Alpha
and Omega Semiconductor Limited
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(Name
of Issuer)
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Common Shares, $0.002 par value per share
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(Title
of Class of Securities)
|
|
G6331P104
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(CUSIP
Number)
|
|
May 15, 2018
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(Date
of Event Which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The
remainder of this cover page
shall be filled out for a
reporting person’s initial
filing on this form with respect
to the subject class of securities,
and for any subsequent amendment
containing information which
would alter the disclosures
provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. G6331P104
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13G
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Page
2 of 8
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1.
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Names Of Reporting
Persons
I.R.S. Identification
No. Of Above Persons (Entities Only)
GAGNON SECURITIES LLC
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|
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2.
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check the appropriate box if a group
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(a)
o
(
b)
x
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3.
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sec use only
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4.
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citizenship or
place of organization
DELAWARE LIMITED LIABILITY COMPANY
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number of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole voting power
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0
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6.
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shared voting power
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631,293
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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647,267
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9.
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aggregate amount beneficially owned by each reporting person
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647,267
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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2.7%
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12.
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type of reporting person (See Instructions)
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IA, BD
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CUSIP No. G6331P104
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13G
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Page
3 of 8
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1.
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Names Of Reporting
Persons
I.R.S. Identification
No. Of Above Persons (Entities Only)
GAGNON
ADVISORS, LLC
|
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|
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2.
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check the appropriate box if a group
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(a)
o
(
b)
x
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3.
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sec use only
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|
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4.
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citizenship or
place of organization
DELAWARE LIMITED
LIABILITY COMPANY
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number of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole voting power
|
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0
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6.
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shared voting power
|
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354,216
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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354,216
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9.
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aggregate amount beneficially owned by each reporting person
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354,216
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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1.5%
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12.
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type of reporting person (See Instructions)
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IA, BD
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CUSIP No. G6331P104
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13G
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Page
4 of 8
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1.
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Names Of Reporting
Persons
I.R.S. Identification
No. Of Above Persons (Entities Only)
NEIL GAGNON
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2.
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check the appropriate box if a group
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(a)
o
(
b)
x
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3.
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sec use only
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4.
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citizenship or
place of organization
USA
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number of
shares
beneficially
owned by
each
reporting
person with:
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5.
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sole voting power
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130,573
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6.
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shared voting power
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1,052,199
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7.
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sole dispositive power
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130,573
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8.
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shared dispositive power
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1,073,255
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9.
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aggregate amount beneficially owned by each reporting person
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1,203,828
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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o
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11.
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percent of class represented by amount in row (9)
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5.0%
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12.
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type of reporting person (See Instructions)
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IN
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CUSIP
No. G6331P104
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13G
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Page
5 of 8
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Item 1.
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(a)
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Name of Issuer:
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Alpha and Omega Semiconductor
Limited
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(b)
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Address of Issuer’s Principal
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Clarendon House, 2 Church Street
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Executive Offices:
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Hamilton HM 11, Bermuda
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Item 2.
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(a)
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Name
of Person Filing:
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Neil
Gagnon has shared voting power over 1,052,199 shares of the Issuer’s Common Shares, $0.002 par value per share (“Common
Shares”) and shared dispositive power over 1,073,255 shares of the Issuer’s Common Shares.
Mr.
Gagnon is the managing member and principal owner of Gagnon Securities LLC (“GS”), an investment adviser registered
with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations,
partnerships and trusts (collectively, the “Accounts”) to which it furnishes investment advice. Mr. Gagnon and GS
may be deemed to share voting power with respect to 631,293 shares of the Issuer’s Common Shares held in the Accounts and
dispositive power with respect to 647,267 shares held in the Accounts. GS and Mr. Gagnon expressly disclaim beneficial ownership
of all securities held in the Accounts.
Mr.
Gagnon is also the Chief Executive Officer of Gagnon Advisors, LLC (“Gagnon Advisors”), an investment adviser registered
with the SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon Investment Associates,
LLC (“GIA”), a private investment fund, may be deemed to share voting and dispositive power with respect to the 354,216
shares of the Issuer’s Common Shares held by GIA. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities
held by GIA.
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(b)
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Address of Principal Business
Office:
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1370 Avenue of the Americas,
24
th
Floor
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or, if none, Residence
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New
York, NY 10019
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(c)
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Citizenship:
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Gagnon Securities LLC
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Delaware limited liability
Company
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Gagnon Advisors, LLC
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Delaware limited liability Company
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Neil Gagnon
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USA
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(d)
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Title of Class of Securities:
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Common Shares, $0.002 par value per share
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(e)
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CUSIP Number:
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G6331P104
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CUSIP
No. G6331P104
|
13G
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Page
6 of 8
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Item 3.
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If this statement is filed
pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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o
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund
in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person
in accordance with § 13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP
No. G6331P104
|
13G
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Page
7 of 8
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1
.
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(a)
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Amount beneficially
owned:
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Gagnon Securities
LLC
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647,267
|
|
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Gagnon Advisors, LLC
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354,216
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Neil Gagnon
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1,203,828
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(b)
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Percent of class:
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Gagnon Securities LLC
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2.7%
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Gagnon Advisors, LLC
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1.5%
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Neil Gagnon
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5.0%
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Calculation
of percentage of beneficial ownership is based on 23,879,992 outstanding shares of the Issuer’s Common Shares as reported
by the Issuer on its Form 10-Q filed on May 3, 2018.
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power
to vote or to direct the vote:
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Gagnon Securities
LLC
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0
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Gagnon Advisors, LLC
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0
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Neil Gagnon
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130,573
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(ii)
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Shared power to vote
or to direct the vote:
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Gagnon Securities LLC
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631,293
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Gagnon Advisors, LLC
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354,216
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Neil Gagnon
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1,052,199
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(iii)
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Sole power to dispose
or to direct the disposition of:
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Gagnon Securities LLC
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0
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Gagnon Advisors, LLC
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0
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Neil Gagnon
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130,573
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(iv)
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Shared power to dispose
or to direct the disposition of:
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Gagnon Securities LLC
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647,267
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Gagnon Advisors, LLC
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354,216
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Neil Gagnon
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1,073,255
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Item 5.
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Ownership of Five Percent
or Less of a Class.
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If this
statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following
o
.
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Item 6.
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Ownership of More than Five Percent
on Behalf of Another Person.
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The
Accounts described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, securities held in their respective accounts. To the knowledge of the Reporting Persons, the interest in any
such account does not exceed 5% of the class of securities. Except to the extent described herein, each Reporting Person disclaims
beneficial ownership of all such securities.
Items 7 – 9.
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Not Applicable.
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CUSIP No. G6331P104
|
13G
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Page
8 of 8
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By signing
below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under Section 230.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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May 25, 2018
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Date
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NEIL GAGNON
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/s/
Neil Gagnon
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GAGNON SECURITIES LLC
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/s/
Neil Gagnon
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Name: Neil Gagnon
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Its: CEO
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GAGNON
ADVISORS, LLC
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/s/
Neil Gagnon
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Name: Neil Gagnon
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Its: CEO
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