UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. )*
 
Alpha and Omega Semiconductor Limited
(Name of Issuer)
 
Common Shares, $0.002 par value per share
(Title of Class of Securities)
 
G6331P104
(CUSIP Number)
 
May 15, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
CUSIP No. G6331P104 13G Page 2 of 8

 

             
1.

Names Of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

GAGNON SECURITIES LLC

 

  
       
2. check the appropriate box if a group (a) o
(b) x

3. sec use only    
       
4.

citizenship or place of organization

 

DELAWARE LIMITED LIABILITY COMPANY

 

    
number of
shares
beneficially
owned by
each
reporting
person with:		 5. sole voting power     0
6. shared voting power     631,293
7. sole dispositive power     0
8. shared dispositive power     647,267
9. aggregate amount beneficially owned by each reporting person   647,267
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9)   2.7%
12. type of reporting person (See Instructions) IA, BD   

 

 

 
 
CUSIP No. G6331P104 13G Page 3 of 8

 

             
1.

Names Of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

GAGNON ADVISORS, LLC

 

  
       
2. check the appropriate box if a group (a) o
(b) x

3. sec use only    
       
4.

citizenship or place of organization

 

DELAWARE LIMITED LIABILITY COMPANY

 

    
number of
shares
beneficially
owned by
each
reporting
person with:		 5. sole voting power     0
6. shared voting power     354,216
7. sole dispositive power     0
8. shared dispositive power     354,216
9. aggregate amount beneficially owned by each reporting person  

354,216

10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9)   1.5%
12. type of reporting person (See Instructions) IA, BD   

 

 

 
 
CUSIP No. G6331P104 13G Page 4 of 8

 

             
1.

Names Of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

NEIL GAGNON

 

  
       
2. check the appropriate box if a group (a) o
(b) x

3. sec use only    
       
4.

citizenship or place of organization

 

USA

 

    
number of
shares
beneficially
owned by
each
reporting
person with:		 5. sole voting power     130,573
6. shared voting power     1,052,199
7. sole dispositive power     130,573
8. shared dispositive power     1,073,255
9. aggregate amount beneficially owned by each reporting person   1,203,828
10. check box if the aggregate amount in row (9) excludes certain shares (See Instructions) o
11. percent of class represented by amount in row (9)   5.0%
12. type of reporting person (See Instructions) IN   

 

 
 
 
CUSIP No. G6331P104 13G Page 5 of 8

Item 1.

       
(a) Name of Issuer: Alpha and Omega Semiconductor Limited
     
(b) Address of Issuer’s Principal Clarendon House, 2 Church Street
  Executive Offices:  Hamilton HM 11, Bermuda

Item 2.

     
(a)

Name of Person Filing:

Neil Gagnon has shared voting power over 1,052,199 shares of the Issuer’s Common Shares, $0.002 par value per share (“Common Shares”) and shared dispositive power over 1,073,255 shares of the Issuer’s Common Shares.

 

Mr. Gagnon is the managing member and principal owner of Gagnon Securities LLC (“GS”), an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations, partnerships and trusts (collectively, the “Accounts”) to which it furnishes investment advice. Mr. Gagnon and GS may be deemed to share voting power with respect to 631,293 shares of the Issuer’s Common Shares held in the Accounts and dispositive power with respect to 647,267 shares held in the Accounts. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities held in the Accounts.

 

Mr. Gagnon is also the Chief Executive Officer of Gagnon Advisors, LLC (“Gagnon Advisors”), an investment adviser registered with the SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon Investment Associates, LLC (“GIA”), a private investment fund, may be deemed to share voting and dispositive power with respect to the 354,216 shares of the Issuer’s Common Shares held by GIA. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities held by GIA.

     
(b) Address of Principal Business Office: 1370 Avenue of the Americas, 24th Floor
  or, if none, ResidenceNew York, NY 10019  

 

(c) Citizenship: Gagnon Securities LLC Delaware limited liability Company
    Gagnon Advisors, LLC Delaware limited liability Company
    Neil Gagnon USA

     
(d) Title of Class of Securities: Common Shares, $0.002 par value per share
     
(e) CUSIP Number: G6331P104
 

 
 
CUSIP No. G6331P104 13G Page 6 of 8

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
     
(e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g) o A parent holding company or control person in accordance with § 13d-1(b)(1)(ii)(G);
     
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15U.S.C. 80a-3);
     
(j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 
 
 
CUSIP No. G6331P104 13G Page 7 of 8

 

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

  (a) Amount beneficially owned: Gagnon Securities LLC 647,267
      Gagnon Advisors, LLC 354,216
      Neil Gagnon 1,203,828
         
  (b) Percent of class: Gagnon Securities LLC 2.7%
      Gagnon Advisors, LLC 1.5%
      Neil Gagnon 5.0%
         
      Calculation of percentage of beneficial ownership is based on 23,879,992 outstanding shares of the Issuer’s Common Shares as reported by the Issuer on its Form 10-Q filed on May 3, 2018.
       
  (c) Number of shares as to which the person has:  

  (i) Sole power to vote or to direct the vote: Gagnon Securities LLC 0
      Gagnon Advisors, LLC 0
      Neil Gagnon 130,573
         
  (ii) Shared power to vote or to direct the vote: Gagnon Securities LLC 631,293
      Gagnon Advisors, LLC 354,216
      Neil Gagnon 1,052,199
         
  (iii) Sole power to dispose or to direct the disposition of: Gagnon Securities LLC 0
      Gagnon Advisors, LLC 0
      Neil Gagnon 130,573
         
  (iv) Shared power to dispose or to direct the disposition of: Gagnon Securities LLC 647,267
      Gagnon Advisors, LLC 354,216
      Neil Gagnon 1,073,255

 

Item 5. Ownership of Five Percent or Less of a Class.

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 o.

   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

The Accounts described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their respective accounts. To the knowledge of the Reporting Persons, the interest in any such account does not exceed 5% of the class of securities. Except to the extent described herein, each Reporting Person disclaims beneficial ownership of all such securities.

  

Items 7 – 9. Not Applicable.

 

 
 
 
CUSIP No. G6331P104 13G Page 8 of 8

 

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 230.14a-11.

 

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.

       
  May 25, 2018
  Date
   
  NEIL GAGNON
   
  /s/ Neil Gagnon
   
  GAGNON SECURITIES LLC
   
  /s/ Neil Gagnon
  Name:   Neil Gagnon
  Its:        CEO  
   
 

GAGNON ADVISORS, LLC

   
 

/s/ Neil Gagnon

 

Name:   Neil Gagnon

 

Its:        CEO