Statement of Changes in Beneficial Ownership (4)
July 08 2020 - 5:57PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Ho Yueh-Se |
2. Issuer Name and Ticker or Trading Symbol
ALPHA & OMEGA SEMICONDUCTOR Ltd
[
AOSL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer |
(Last)
(First)
(Middle)
475 OAKMEAD PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/16/2020 |
(Street)
SUNNYVALE, CA 94085
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 3/16/2020 | | A | | 2812 (1) | A | $0 | 309518 (2)(3) | D | |
Common Shares | 3/16/2020 | | A | | 5500 (4) | A | $0 | 315018 (2)(3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | Represents the issuance of common shares upon vesting of one-fourth (1/4) of performance share units ("PSU") granted on March 15, 2017. The achievement of specified performance goals for such PSU was certified previously by the Compensation Committee on March 15, 2018, and the issuance common shares thereunder are subject to additional service-based vesting conditions in four equal annual installment commencing in March 2018. |
(2) | Includes an aggregate of 36,875 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2017, March 15, 2018, and March 15, 2019, and March 16, 2020, which will be issued as such units vest in accordance with their terms, and excludes (a) 17,500 unvested common shares subject to the PSU granted on March 16, 2020, which may become vested upon achievement of certain corporate performance goals in the future and (b) 2,812 unvested common shares subject to the 2017 PSU and 11,000 unvested common shares subject to the 2018 PSU which may be vested upon satisfaction of service-based vesting conditions by the Reporting Person. |
(3) | This Form 4 and related footnotes correct and supplement the disclosure in Footnotes 5 and 7 of the Form 4 filed by the Reporting Person on March 1, 2019 by clarifying that unvested common shares subject to PSUs will be subject to service-based vesting conditions rather than achievement of performance goals which has already occurred. |
(4) | Represents the issuance of common shares upon vesting of one-fourth (1/4) of PSU granted on March 15, 2018. The achievement of specified performance goals for such PSU was certified previously by the Compensation Committee on February 27, 2019, and the issuance common shares thereunder are subject to additional service-based vesting conditions in four equal annual installment commencing in March 2019. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ho Yueh-Se 475 OAKMEAD PARKWAY SUNNYVALE, CA 94085 | X |
| Chief Operating Officer |
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Signatures
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/s/ Yangbing Hong, attorney-in-fact for Yueh-Se Ho | | 7/8/2020 |
**Signature of Reporting Person | Date |
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