Statement of Changes in Beneficial Ownership (4)
March 17 2022 - 7:03PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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Chang Mike F |
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 __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
475 OAKMEAD PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2022 |
(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 | 3/15/2022 | | A | | 70000 (1) | A | $0 | 4353826 (2) | D | |
Common Shares | 3/15/2022 | | F | | 29208 (3) | D | $48.65 | 4324618 (2) | D | |
Common Shares | 3/15/2022 | | F | | 24908 (4) | D | $48.65 | 4299710 (2) | D | |
Common Shares | 3/15/2022 | | A | | 22500 (5) | A | $0 | 4322210 (2) | D | |
Common Shares | 3/15/2022 | | A | | 70000 (6) | A | $0 | 4392210 (2)(7) | D | |
Common Shares | 3/17/2022 | | M | | 56400 | A | $9.90 | 4448610 (2)(7) | D | |
Common Shares | 3/17/2022 | | S | | 56400 (8) | D | $55 (9) | 4392210 (2)(7) | 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 |
Employee Share Option (right to buy) | $9.9 | 3/17/2022 | | M | | | 56400 | (10) | 4/25/2022 | Common Share | 56400.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | The RSU shall vest in equal annual installments over four (4) years from March 15, 2022, provided that the Reporting Person remains in the Issuer's service through each such vesting date. |
(2) | Includes an aggregate of 170,000 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2019, March 16, 2020, March 15, 2021, and March 15, 2022 which will be issued as such units vest in accordance with their terms, and excludes 70,000 unvested common shares subject to the PSU granted on March 15, 2022, which may become vested upon achievement of certain corporate performance goals in the future. |
(3) | Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of restricted share units (RSU) granted on March 15, 2018, March 15, 2019, March 16, 2020, and March 15, 2021. |
(4) | Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of Performance Share Units (PSU) granted on March 15, 2018, March 16, 2020, and March 15, 2021. |
(5) | 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. |
(6) | Represents the vesting of PSU granted on March 15, 2021 upon the achievement of specified performance goals as certified previously by the Compensation Committee on February 24, 2022 and the issuance of shares thereunder is subject to vesting in four equal annual installment commencing in March 2022 provided that the Reporting Person remains in the issuer's service through each such vesting date. |
(7) | Includes 52,500 unvested shares subject to the PSU granted on March 15, 2021 which are subject to vesting upon satisfaction of service-based vesting conditions by the Reporting Person. |
(8) | The sales were effected pursuant to a Rule 10b5-1 trading plan adopted previously by the Reporting Person. |
(9) | The price reported in Column 4 is the exact price at which all shares were sold. |
(10) | All options are fully vested and exercisable. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Chang Mike F 475 OAKMEAD PARKWAY SUNNYVALE, CA 94085 | X | X | Chief Executive Officer |
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Signatures
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/s/ Yanbing Hong, attorney-in-fact for Mike F. Chang | | 3/17/2022 |
**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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