SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. Issuer Name and Ticker or Trading Symbol ALPHA & OMEGA SEMICONDUCTOR Ltd [ AOSL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/31/2012
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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 Shares	08/31/2012		S		6,810	D	$9.45(4)	2,725,761	I	By Sequoia Capital Growth Fund III AIV, LP(1)
Common Shares	08/31/2012		S		351	D	$9.45(4)	140,751	I	By Sequoia Capital Growth III Principals Fund LLC(2)
Common Shares	08/31/2012		S		73	D	$9.45(4)	29,843	I	By Sequoia Capital Growth Partners III, LP(3)
Common Shares	09/04/2012		S		13,645	D	$9.51(5)	2,712,116	I	By Sequoia Capital Growth Fund III AIV, LP(1)
Common Shares	09/04/2012		S		707	D	$9.51(5)	140,044	I	By Sequoia Capital Growth III Principals Fund LLC(2)
Common Shares	09/04/2012		S		148	D	$9.51(5)	29,695	I	By Sequoia Capital Growth Partners III, LP(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

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"). 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, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

2. Shares held directly by Sequoia Capital Growth III Principals Fund LLC ("SC Principals"). 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 interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

3. Shares held directly by Sequoia Capital Growth Partners III, LP ("SC Partners"). 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 interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.36 to $9.53, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.20 to $9.56, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

	/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing member of SCGF III Management, LLC	09/05/2012
	/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing member of SCGF III Management, LLC, which is the general partner of Sequoia Capital Growth Fund III AIV, LP	09/05/2012
	/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing member of SCGF III Management, LLC, which is the managing member of Sequoia Capital Growth III Principals Fund LLC	09/05/2012
	/s/ Melinda Dunn, as attorney-in-fact for Douglas Leone, a managing member of SCGF III Management, LLC, which is the general partner of Sequoia Capital Growth Partners III, LP	09/05/2012
	** Signature of Reporting Person	Date
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