| Item 1. | |
| (a) | Name of issuer:
Alpha and Omega Semiconductor Limited |
| (b) | Address of issuer's principal executive offices:
475 Oakmead Parkway, Sunnyvale, CA, 94085 |
| Item 2. | |
| (a) | Name of person filing:
Mike F. Chang |
| (b) | Address or principal business office or, if none, residence:
c/o Alpha and Omega Semiconductor Limited, 475 Oakmead Parkway, Sunnyvale, California 94085 |
| (c) | Citizenship:
U.S.A. |
| (d) | Title of class of securities:
Common Share |
| (e) | CUSIP No.:
G6331P104 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of December 31, 2024 , the Reporting Person beneficially owned 4,127,655 common shares of the Issuer, and has sole power to vote or to direct the vote and sole power to dispose or direct the disposition of 4,127,655 common shares. |
| (b) | Percent of class:
The Reporting Person beneficially owned approximately 14.1% of the outstanding common shares of the Issuer, which is calculated based on 29,232,053 common shares issued and outstanding as of December 31, 2024, as disclosed by the Issuer to the Reporting Person. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
4,127,655
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
4,127,655
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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. |
| |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not Applicable |
| Item 8. | Identification and Classification of Members of the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not Applicable |
| Item 9. | Notice of Dissolution of Group. |
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Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not Applicable |
Rule 13d-1(d)