Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2012
Alpha and Omega Semiconductor Limited
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

Clarendon House
2 Church Street
Hamilton HM 11
(Address of principal registered offices, including zip code)

(408) 830-9742
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangement for Certain Officers.

On August 9, 2012, the Compensation Committee of the Board of Directors of Alpha and Omega Semiconductor Limited (the “Company”) approved discretionary cash bonus payments to the Company's executive officers and certain key employees based on its assessment of each such individual’s performance for the period January 1, 2012 to June 30, 2012. The cash bonuses will be paid in a lump sum on the Company’s next regular payroll date.
The cash bonus for each executive officer is set forth below:
Mike Chang
Chief Executive Officer
Mary Dotz
Chief Financial Officer and Corporate Secretary
Yueh-Se Ho
Chief Operating Officer
Tony Grizelj
Vice President Worldwide Sales and Marketing
Yifan Liang
Corporate Controller and Chief Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: August 15, 2012
Alpha and Omega Semiconductor Limited
/s/ Mary L. Dotz
Name: Mary L. Dotz
Title: Chief Financial Officer