FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      
1. Name and Address of Reporting Person * Xue Bing 2. Issuer Name and Ticker or Trading Symbol ALPHA & OMEGA SEMICONDUCTOR Ltd [ AOSL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP-WW Sales & Bus Development
(Last)         (First)         (Middle)
475 OAKMEAD PKWY
3. Date of Earliest Transaction (MM/DD/YYYY)
12/10/2021
(Street)
SUNNYVALE, CA 94085
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Share  12/10/2021    S    5814 (1) D $54.4929 (2) 45287 (3)(4)(5) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)  The sales were effected pursuant to a Rule 10b5-1 trading plan adopted previously by the Reporting Person.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.83 to $55.84, inclusive. The Reporting Person undertakes to provide to Alpha and Omega Semiconductor Limited, any security holder of Alpha and Omega Semiconductor Limited, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.
(3)  Includes an aggregate of 34,750 shares subject to Restricted Share Unit awards (RSU) granted on March 15, 2018, March 15, 2019, March 16, 2020, March 15, 2021, and August 12, 2021 which will be issued as such units vest in accordance with their terms, and excludes (a) 15,000 unvested common shares subject to the PSU granted on March 15, 2021, which may become vested upon achievement of certain corporate performance goals in the future and (b) 3,750 unvested common shares subject to the 2018 PSU which may be vested upon satisfaction of service-based vesting conditions by the Reporting Person.
(4)  Includes 9,000 unvested common shares subject to the 2020 PSU granted on March 16, 2020 which may be vested upon satisfaction of service-based vesting conditions by the Reporting Person.
(5)  Reflects 875 shares acquired under the Issuer's Employee Stock Purchase Plan on Nov 14, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Xue Bing
475 OAKMEAD PKWY
SUNNYVALE, CA 94085


EVP-WW Sales & Bus Development

Signatures
/s/ Yanbing Hong, attoryney-in-fact for Bing Xue 12/13/2021
**Signature of Reporting Person Date
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