Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  YILMAZ HAMZA
2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2012
3. Issuer Name and Ticker or Trading Symbol
ALPHA & OMEGA SEMICONDUCTOR Ltd [AOSL]
(Last)
(First)
(Middle)
475 OAKMEAD PARKWAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SUNNYVALE, CA 94085
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 5,233 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Employee Share Option (right to buy)   (2) 02/06/2018 Common Shares 32,308 $ 13 D  
Employee Share Option (right to buy)   (2) 02/06/2018 Common Shares 7,692 $ 13 D  
Employee Share Option (right to buy)   (2) 05/04/2019 Common Shares 17,500 $ 7.6 D  
Employee Share Option (right to buy)   (3) 05/04/2019 Common Shares 39,312 $ 7.6 D  
Employee Share Option (right to buy)   (4) 05/04/2019 Common Shares 39,456 $ 7.6 D  
Employee Share Option (right to buy)   (5) 05/04/2019 Common Shares 2,500 $ 7.6 D  
Employee Share Option (right to buy)   (6) 08/12/2019 Common Shares 50,000 $ 8.4 D  
Employee Share Option (right to buy)   (7) 11/11/2019 Common Shares 15,000 $ 10.5 D  
Employee Share Option (right to buy)   (8) 04/27/2020 Common Shares 50,000 $ 18 D  
Employee Share Option (right to buy)   (9) 03/06/2021 Common Shares 34,000 $ 12.68 D  
Employee Share Option (right to buy)   (10) 04/25/2022 Common Shares 20,400 $ 9.9 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
YILMAZ HAMZA
475 OAKMEAD PARKWAY
SUNNYVALE, CA 94085
      Chief Technology Officer  

Signatures

/s/ Hamza Yilmaz 10/09/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 4,061 shares subject to a restricted stock unit award granted on April 26, 2012 that will be issued as those units vest.
(2) As of September 28, 2012, the option is fully vested and immediately exercisable for all option shares.
(3) The option was granted on May 5, 2009 and becomes exercisable in a series of twenty-eight (28) successive equal monthly installments from 8/9/2010 to 12/9/2012.
(4) The option was granted on May 5, 2009 and becomes exercisable in a series of thirty-six (36) successive equal monthly installments from 12/9/2009 to 12/9/2012.
(5) The option was granted on May 5, 3009 and becomes exercisable with respect to all the underlying shares on January 9, 2013.
(6) The option was granted on August 13, 2009 and becomes exercisable with respect to one-fifth (1/5) of the underlying shares on the first anniversary of the grant date, and thereafter the balance of the option shares become exercisable in a series of forty-eight (48) successive equal monthly installments.
(7) The option was granted on November 12, 2009 and becomes exercisable with respect to one-fifth (1/5) of the underlying shares on the first anniversary of the grant date, and thereafter the balance of the option shares become exercisable in a series of forty-eight (48) successive equal monthly installments.
(8) The option was granted on April 28, 2010 and becomes exercisable with respect to one-fifth (1/5) of the underlying shares on the first anniversary of the grant date, and thereafter the balance of the option shares become exercisable in a series of forty-eight (48) successive equal monthly installments.
(9) The option was granted on March 7, 2011 and becomes exercisable with respect to one-fifth (1/5) of the underlying shares on the first anniversary of the grant date, and thereafter the balance of the option shares become exercisable in a series of forty-eight (48) successive equal monthly installments.
(10) The option was granted on April 26, 2012 and becomes exercisable in a series of forty-eight (48) successive equal monthly installments.

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