Keh Shew Lu - Feb 1, 2022 Form 4 Insider Report for DIODES INC /DEL/ (DIOD)

Role: President & CEO, Director
Signature: Brett R. Whitmire as Power of Attorney for Keh-Shew Lu
Stock symbol: DIOD
Transactions as of: Feb 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/2/2022, 04:26 PM
Previous filing: Jan 5, 2022
Next filing: Feb 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DIOD	Diodes Incorporated Common Stock	Award	$0	+32K	+12.9%	$0.00	280K	Feb 1, 2022	Direct	F1, F2
transaction	DIOD	Diodes Incorporated Common Stock - Performance Stock Units	Award	$0	+32K	+14.51%	$0.00	253K	Feb 1, 2022	Direct	F3, F4, F5
holding	DIOD	Diodes Incorporated Common Stock						46.2K	Feb 1, 2022	Custodial	F6
holding	DIOD	Diodes Incorporated Common Stock						286K	Feb 1, 2022	Lu Grandchildren's Trust
holding	DIOD	Diodes Incorporated Common Stock						70.5K	Feb 1, 2022	The Lu Family Foundation
holding	DIOD	Diodes Incorporated Common Stock						4.7K	Feb 1, 2022	The Lu 2017 Irrevocable Trust

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Restricted stock units vest in four equal installments beginning 02/01/2023.
F2	Granted under Rule 16b-3 Plan.
F3	Each PSU represents a contingent right granted under the companys 2013 Equity Incentive Plan, a Rule 16b-3 Plan, to receive 1 share of Diodes Incorporated Common Stock.
F4	The PSUs vest in February 2025 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2022 through 2024 of $1,031.1 million (Target Performance).
F5	This number represents the target number of PSUs (Target Award) that will vest if the Target Performance is achieved. There is a threshold that provides for payment of 50% of the Target Award upon 80% achievement of the Target Performance and a maximum that provides for payment of 200% of the Target Award upon 120% achievement of the Target Performances. Between 80% and 100% and between 100% and 120% achievement of Target Performance, the Target Award will be decreased or increased on a pro rata basis, with no payout below 80% achievement and payout limited to 200% of the Target Award if the Target Performance exceeds 120%.
F6	These shares are held in accounts for the reporting persons minor grandchildren and the reporting person is the custodian of those accounts. The reporting person disclaims ownership of the shares held in those custodial accounts, and this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purposes.