SEC Form 4 · accession 0001387467-18-000024
ALPHA & OMEGA SEMICONDUCTOR Ltd · AOSL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mike F Chang
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Mar 15, 2018
Accepted (ET)
Mar 19, 2018 · 5:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001387467
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2 | Mar 15, 2018 | M | 14,175 | $0.00 | A | 4,090,648 | D | |
| Common SharesF3,F2 | Mar 15, 2018 | F | 4,697 | $16.22 | D | 4,085,951 | D | |
| Common SharesF4,F2 | Mar 15, 2018 | F | 13,610 | $16.22 | D | 4,072,341 | D | |
| Common SharesF5,F2 | Mar 15, 2018 | A | 50,000 | $0.00 | A | 4,122,341 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RSUF6 | $0.00 | Mar 15, 2018 | M | 15,750 | D | — | — | Common Share | 15,750 | 47,250 | D |
| Performance RSUF7 | $0.00 | Mar 15, 2018 | A | 90,000 | A | — | — | Common Shares | 90,000 | 90,000 | D |
Explanation of responses
- F1Represents the actual number of common shares issued upon vesting of performance share units ("PSU") based on the level of achievement of specified performance goals set forth in the Reporting Person's PSU agreement.
- F2Includes an aggregate of 131,996 shares subject to restricted share units (RSU) awards granted on March 16, 2015, March 15, 2016, March 15, 2017, and March 15, 2018, which will be issued as such units vest in accordance with their terms.
- F3Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of PSU granted on March 15, 2017.
- F4Shares withheld to satisfy the Issuer's tax withholding obligation upon the vesting of RSU granted on March 17, 2014, March 16, 2015, March 15, 2016, and March 15, 2017.
- F5The RSU shall vest in equal annual installments over four (4) years from March 15, 2018, provided that the Reporting Person remains in the Issuer's service through each such vesting date.
- F6Represents the vesting of one-fourth (1/4) of PSUs granted on March 15, 2017 upon the achievement of specified performance goals as certified by the compensation committee of the board of directors of the Issuer on March 15, 2018.
- F7Each RSU represents the right to receive a specified number of common shares upon the achievement of certain performance goals of the company.