Statement of Changes in Beneficial Ownership (4)
May 19 2023 - 6:41PM
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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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
*
LU KEH SHEW |
2. Issuer Name and Ticker or Trading Symbol
DIODES INC /DEL/
[
DIOD
]
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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) President & CEO |
(Last)
(First)
(Middle)
4949 HEDGCOXE ROAD, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/17/2023 |
(Street)
PLANO, TX 75024 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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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Diodes Incorporated Common Stock | 5/18/2023 | | F(1) | | 665 | D | $93.83 | 111588 | D | |
Diodes Incorporated Common Stock | 5/17/2023 | | S | | 5000 | D | $93.0378 (2) | 46183 | I | The Lu Family Foundation |
Diodes Incorporated Common Stock | 5/18/2023 | | S | | 11000 | D | $93.5909 (3) | 35183 | I | The Lu Family Foundation |
Diodes Incorporated Common Stock | 5/18/2023 | | G | | 2500 | D | $0.00 | 32683 | I | The Lu Family Foundation |
Diodes Incorporated Common Stock | 5/19/2023 | | S | | 24000 | D | $94.6825 (4) | 8683 | I | The Lu Family Foundation |
Diodes Incorporated Common Stock | | | | | | | | 46150 (5) | I | Custodial |
Diodes Incorporated Common Stock | | | | | | | | 285801 | I | Lu Grandchildren's Trust |
Diodes Incorporated Common Stock | | | | | | | | 4700 | I | The Lu 2017 Irrevocable Trust |
Diodes Incorporated Common Stock | | | | | | | | 290492 | I | Texastac Investments, LP |
Diodes Incorporated Common Stock - Performance Stock Units | | | | | | | | 106000 | 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) | Vested restricted stock unit shares were automatically withheld to cover income tax. |
(2) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.68 to $93.22, inclusive. The reporting person undertakes to provide to Diodes Incorporated, any security holder of Diodes Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4. |
(3) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.30 to $93.90, inclusive. The reporting person undertakes to provide to Diodes Incorporated, any security holder of Diodes Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4. |
(4) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.23 to $95.40, inclusive. The reporting person undertakes to provide to Diodes Incorporated, any security holder of Diodes Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4. |
(5) | These shares are held in accounts for the reporting persons minor grandchildren and the reporting person is the custodian of those accounts. The reporting person disclaims ownership of the shares held in those custodial accounts, and this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purposes. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LU KEH SHEW 4949 HEDGCOXE ROAD SUITE 200 PLANO, TX 75024 | X |
| President & CEO |
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Signatures
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Brett R. Whitmire as Power of Attorney for Keh-Shew Lu | | 5/19/2023 |
**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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