Schedule 13G - Form - revised to 10/15/97 bulletin

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Schedule 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.  )

Alpha and Omega Semiconductor Limited

(Name of Issuer)

COMMON SHARES

(Title of Class of Securities)

G6331P104

(CUSIP Number)

12/31/10

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)


(Continued on following pages)





Page 1 of 9 Pages


CUSIP NO. G6331P104                                       13 G                                              Page 2 of  9  Pages





1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL GROWTH FUND III AIV, L.P. (“SCGF III AIV”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-2812490

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
2,823,300                                                

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
2,823,300                                               

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    2,823,300                                                

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.8%

12

TYPE OF REPORTING PERSON
PN






CUSIP NO. G6331P104                                       13 G                                              Page 3 of  9  Pages





1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL GROWTH PARTNERS III, L.P. (“SCGP III”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3735244

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
30,900

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
30,900

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    30,900

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%

12

TYPE OF REPORTING PERSON
PN







CUSIP NO.  G6331P104                                        13 G                                                 Page 4 of  9 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND (“SCG III PF”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3737763

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
145,800

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
145,800

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    145,800

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%

12

TYPE OF REPORTING PERSON
OO







CUSIP NO.  G6331P104                                        13 G                                                 Page 5 of  9 Pages




1

NAME OF REPORTING PERSON      
SCGF III MANAGEMENT, LLC (“SCGF III LLC”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-2812373

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
3,000,000 shares of which 2,283,300 shares are directly held by SCGF III AIV, 30,900 shares are directly held by SCGP III and 145,800 shares are directly held by SCG III PF.  SCGF III LLC is the General Partner of SCGF III AIV and SCGP III, and the Managing Member of SCG III PF.

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
3,000,000 shares of which 2,283,300 shares are directly held by SCGF III AIV, 30,900 shares are directly held by SCGP III and 145,800 shares are directly held by SCG III PF.  SCGF III LLC is the General Partner of SCGF III AIV and SCGP III, and the Managing Member of SCG III PF.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    3,000,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.6%

12

TYPE OF REPORTING PERSON
OO








CUSIP NO.  G6331P104                                        13 G                                                 Page 6 of  9 Pages




ITEM 1.

(a)

Name of Issuer:

Alpha and Omega Semiconductor Limited

(b)

Address of Issuer’s Principal Executive Offices:

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

ITEM 2.

(a)

Name of Persons Filing:

Sequoia Capital Growth Fund III AIV, L.P.

Sequoia Capital Growth Partners III, L.P.

Sequoia Capital Growth III Principals Fund

SCGF III Management, LLC


SCGF III LLC is the General Partner of SCGF III AIV and SCGP III, and the Managing Member of SCG III PF.  



(b)

Address of Principal Business Office or, if none, Residence:

3000 Sand Hill Road, 4-250

Menlo Park, CA  94025


(c)

Citizenship:

SCGF III LLC, SCGP III, SCG III PF:  Delaware

SCGF III AIV:  Cayman Islands



(d)

Title of Class of Securities:

Common Shares


(e)

CUSIP Number:

G6331P104



ITEM 3.   If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

ITEM 4.   Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES







CUSIP NO.  G6331P104                                        13 G                                                 Page 7 of  9 Pages




ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  o

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF  ANOTHER PERSON

NOT APPLICABLE


ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

NOT APPLICABLE


ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

NOT APPLICABLE


ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

NOT APPLICABLE


ITEM 10.

CERTIFICATION          NOT APPLICABLE






CUSIP NO. G6331P104                                       13 G                                              Page 8 of  9  Pages



SIGNATURE

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.

Dated:  February  9, 2011



Sequoia Capital Growth Fund III AIV, L.P.

Sequoia Capital Growth Partners III, a Delaware Limited Partnership


By:  SCGF III Management, LLC,

their General Partner


By:  /s/ Douglas Leone                    

Douglas Leone, Managing Member



Sequoia Capital Growth III Principals Fund, a Delaware Multiple Series LLC


By:  SCGF III Management, LLC,

Its Managing Member


By:  /s/ Douglas Leone                    

Douglas Leone, Managing Member



SCGF III Management, LLC


By:  /s/ Douglas Leone                    

Douglas Leone, Managing Member








CUSIP NO. G6331P104                                             13 G                                            Page 9 of  9  Pages



EXHIBIT 1                                    


AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G


The undersigned hereby agree that the Schedule 13G relating to the common shares of Alpha and Omega Semiconductor Limited, and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.


Dated:  February  9, 2011



Sequoia Capital Growth Fund III AIV, L.P.

Sequoia Capital Growth Partners III, a Delaware Limited Partnership


By:  SCGF III Management, LLC,

their General Partner


By:  /s/ Douglas Leone                    

Douglas Leone, Managing Member



Sequoia Capital Growth III Principals Fund, a Delaware Multiple Series LLC


By:  SCGF III Management, LLC,

Its Managing Member


By:  /s/ Douglas Leone                    

Douglas Leone, Managing Member



SCGF III Management, LLC


By:  /s/ Douglas Leone                    

Douglas Leone, Managing Member