Statement of Changes in Beneficial Ownership (4)

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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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

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) 11/10/2021
(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	11/10/2021		S		1989 (1)	D	$42.42 (2)	50226 (3)(4)	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 the exact price at which all shares were sold.
(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.

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		11/12/2021
**Signature of Reporting Person		Date