SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 5)*
Alpha and Omega Semiconductor Limited
(Name of Issuer)
Common Shares, $0.002 par value per share
(Title of Class of Securities)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
* 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).
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mike F. Chang, Ph.D.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
TYPE OF REPORTING PERSON*
1 Includes 3,134 common shares issuable upon vesting of restricted share units and 463,050 common shares issuable upon exercise of share options within 60 days of December 31, 2016.
**Based on 23,594,318 common shares outstanding as of December 31, 2016.
Item 1(a) Name of Issuer:
Alpha and Omega Semiconductor Limited (the “Company”).
Item 1(b) Address of Issuer’s Principal Executive Offices:
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
Name of Person Filing:
The Reporting Person is Mike F. Chang, Ph.D., the Chief Executive Officer of the Company.
Address of Principal Business Office or, if None, Residence:
c/o Alpha and Omega Semiconductor Limited
475 Oakmead Parkway
Sunnyvale, California 94085
Item 2(c) Citizenship:
Item 2(d) Title of Class of Securities:
Item 2(e) CUSIP Number:
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check
whether the Person Filing is:
Broker or dealer registered under Section 15 of the Exchange Act.
Bank as defined in Section 3(a)(6) of the Exchange Act.
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
A non-U.S. institution in accordance with § 240. 13d-1(b)(1)(ii)(J);
Group in accordance with §240.13d-1(b)(1)(ii)(K).
Item 4. Ownership.
(a) Amount Beneficially Owned:
As of December 31, 2016, the Reporting Person beneficially owned 4,376,524 common shares of the Company, including 3,134 common shares issuable upon vesting of restricted share units and 463,050 common shares issuable upon exercise of share options within 60 days of December 31, 2016, and has sole power to vote or to direct the vote and sole power to dispose or direct the disposition of 4,376,524 common shares.
(b) Percent of Class:
The Reporting Person beneficially owns 18.55% of the outstanding common shares of the Company, which is based on 23,594,318 common shares outstanding as of December 31, 2016.
(c) Number of shares as to which the Reporting Person has:
sole power to vote or to direct the vote: 4,376,524
shared power to vote or to direct the vote: 0
sole power to dispose or direct the disposition of: 4,376,524
shared power to dispose or direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Ownership of More than Five Percent on Behalf of Another Person.
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
Item 10. Certifications.
[The remainder of this page intentionally left blank.]
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.
Date: February 13, 2017
Mike F. Chang, Ph.D.
/s/ Mike F. Chang
Mike F. Chang