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*
SCGF III MANAGEMENT LLC

(Last) (First) (Middle)
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)
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)
Form filed by One Reporting Person
X 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(2)
Common Shares 30,900 I By Sequoia Capital Growth Partners III LP(3)
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
1. Name and Address of Reporting Person*
SCGF III MANAGEMENT LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD, 4-250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sequoia Capital Growth Fund III AIV L P

(Last) (First) (Middle)
3000 SAND HILL ROAD, 4-250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND

(Last) (First) (Middle)
3000 SAND HILL ROAD, 4-250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SEQUOIA CAPITAL GROWTH PARTNERS III

(Last) (First) (Middle)
3000 SAND HILL ROAD, 4-250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Shares held directly by Sequoia Capital Growth Fund III AIV LP ("SC AIV"). The Reporting Person, SCGF III Management LLC ("SCGF LLC"), is the general partner of SC AIV and may be deemed to share voting and dispositive power with respect to the shares held by SC AIV. SCGF LLC disclaims beneficial ownership of the securities held by SC AIV except to the extent of its pecuniary interest therein.
2. Shares held directly by Sequoia Capital Growth III Principals Fund ("SC Principals"). The Reporting Person, SCGF LLC, is the managing member of SC Principals and may be deemed to share voting and dispositive power with respect to the shares held by SC Principals. SCGF LLC disclaims beneficial ownership of the securities held by SC Principals except to the extent of its pecuniary interest therein.
3. Shares held directly by Sequoia Capital Growth Partners III LP ("SC Partners"). The Reporting Person, SCGF LLC, is the general partner of SC Partners and may be deemed to share voting and dispositive power with respect to the shares held by SC Partners. SCGF LLC disclaims beneficial ownership of the securities held by SC Partners except to the extent of its pecuniary interest therein.
/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCGF III Management LLC 07/01/2011
/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCGF III Management LLC, the General Partner of Sequoia Capital Growth Fund III AIV LP 07/01/2011
/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCGF III Management LLC, the Managing Member of Sequoia Capital Growth III Principals Fund 07/01/2011
/s/ Melinda Dunn, by power of attorney for Douglas Leone, a Managing Member of SCGF III Management LLC, the General Partner of Sequoia Capital Growth Partners III LP 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.