SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* STEVENS MARK A (Last) (First) (Middle) C/O SEQUOIA CAPITAL 3000 SAND HILL ROAD, 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/01/2011	3. Issuer Name and Ticker or Trading Symbol ALPHA & OMEGA SEMICONDUCTOR Ltd [ AOSL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	2,823,300	I	By Sequoia Capital Growth Fund III AIV LP(1)
Common Shares	145,800	I	By Sequoia Capital Growth III Principals Fund(1)
Common Shares	30,900	I	By Sequoia Capital Growth Partners III LP(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Option (right to buy)	(2)	04/27/2020	Common Shares	7,500	$18	D
Share Option (right to buy)	(3)	11/17/2020	Common Shares	7,500	$12.06	D

Explanation of Responses:

1. The reporting person and his wife are co-trustees of The 3rd Millenium Trust, which is a non-managing member of SCGF Management LLC ("SCGF LLC"), which is the general partner of each of Sequoia Capital Growth Fund III AIV L.P. and Sequoia Capital Growth Partners III, L.P., and the managing member of Sequoia Capital Growth III Principals Fund (collectively, the "Sequoia Funds"). The reporting person disclaims beneficial ownership of the securities held by SCGF LLC and the Sequoia Funds except to the extent of his pecuniary interest therein.

2. As of July 1, 2011, the option is fully vested and immediately exercisable for all option shares.

3. The option was granted on November 18, 2010 and becomes exercisable upon the earlier of (i) the director's completion of one (1) year of board service measured from the grant date or (ii) the date of the regular shareholders meeting for the year following the year in which the option was granted, provided that the individual continues his board service through such date.

	/s/ Melinda Dunn, attorney-in-fact for Mark A. Stevens	07/01/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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