SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)
Alpha and Omega Semiconductor Limited
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
G6331P104
(CUSIP Number)
12/31/12
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
(Continued on following pages)
Page 1 of 9 Pages
| CUSIP NO. G6331P104 | 13G | Page 2 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH FUND III AIV, L.P. (“SCGF III AIV”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-8106748 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,370,131 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,370,131 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,370,131 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3% 1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | The percentage is based upon 25,396,572 shares of the Issuer’s Common Shares outstanding as of December 31, 2012. |
| CUSIP NO. G6331P104 | 13G | Page 3 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH PARTNERS III, L.P. (“SCGP III”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3735244 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
25,962 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
25,962 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,962 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% 1 | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| 1 | The percentage is based upon 25,396,572 shares of the Issuer’s Common Shares outstanding as of December 31, 2012. |
| CUSIP NO. G6331P104 | 13G | Page 4 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON
SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND (“SCG III PF”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-3737763 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
122,374 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
122,374 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,374 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.5% 1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | The percentage is based upon 25,396,572 shares of the Issuer’s Common Shares outstanding as of December 31, 2012. |
| CUSIP NO. G6331P104 | 13G | Page 5 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON
SCGF III MANAGEMENT, LLC (“SCGF III LLC”) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 20-2812373 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
2,518,467 shares of which 2,370,131 shares are directly held by SCGF III AIV, 25,962 shares are directly held by SCGP III and 122,374 shares are directly held by SCG III PF. SCGF III LLC is the General Partner of SCGF III AIV and SCGP III, and the Managing Member of SCG III PF. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
2,518,467 shares of which 2,370,131 shares are directly held by SCGF III AIV, 25,962 shares are directly held by SCGP III and 122,374 shares are directly held by SCG III PF. SCGF III LLC is the General Partner of SCGF III AIV and SCGP III, and the Managing Member of SCG III PF. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,518,467 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9% 1 | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1 | The percentage is based upon 25,396,572 shares of the Issuer’s Common Shares outstanding as of December 31, 2012. |
| CUSIP NO. G6331P104 | 13G | Page 6 of 9 Pages |
| ITEM 1. |
| (a) | Name of Issuer: Alpha and Omega Semiconductor Limited |
| (b) | Address of Issuer’s Principal Executive Offices: |
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
| ITEM 2. |
| (a) | Name of Persons Filing: |
Sequoia Capital Growth Fund III AIV, L.P.
Sequoia Capital Growth Partners III, L.P.
Sequoia Capital Growth III Principals Fund
SCGF III Management, LLC
SCGF III LLC is the General Partner of SCGF III AIV and SCGP III, and the Managing Member of SCG III PF.
| (b) | Address of Principal Business Office or, if none, Residence: |
3000 Sand Hill Road, 4-250
Menlo Park, CA 94025
| (c) | Citizenship: |
SCGF III LLC, SCGP III, SCG III PF: Delaware
SCGF III AIV: Cayman Islands
| (d) | Title of Class of Securities: Common Shares |
| (e) | CUSIP Number: G6331P104 |
| ITEM 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
NOT APPLICABLE
| ITEM 4. | Ownership |
SEE ROWS 5 THROUGH 11 OF COVER PAGES
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| CUSIP NO. G6331P104 | 13G | Page 7 of 9 Pages |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
NOT APPLICABLE
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
NOT APPLICABLE
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
NOT APPLICABLE
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
NOT APPLICABLE
| ITEM 10. | CERTIFICATION |
NOT APPLICABLE
| CUSIP NO. G6331P104 | 13G | Page 8 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2013
| Sequoia Capital Growth Fund III AIV, L.P. | ||||
| Sequoia Capital Growth Partners III, a Delaware Limited Partnership | ||||
| By: SCGF III Management, LLC,their General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| Sequoia Capital Growth III Principals Fund, a Delaware Multiple Series LLC | ||||
| By: SCGF III Management, LLC, | ||||
| Its Managing Member | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SCGF III Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| CUSIP NO. G6331P104 | 13G | Page 9 of 9 Pages |
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that the Schedule 13G relating to the common shares of Alpha and Omega Semiconductor Limited, and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 12, 2013
Sequoia Capital Growth Fund III AIV, L.P.
Sequoia Capital Growth Partners III, a Delaware Limited Partnership
| By: SCGF III Management, LLC,their General Partner | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
Sequoia Capital Growth III Principals Fund, a Delaware Multiple Series LLC
| By: SCGF III Management, LLC, | ||||
| Its Managing Member | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||
| SCGF III Management, LLC | ||||
| By: | /s/ Douglas Leone | |||
| Douglas Leone, Managing Member | ||||