Keh Shew Lu - Feb 1, 2023 Form 4 Insider Report for DIODES INC /DEL/ (DIOD)

Signature
Brett R. Whitmire as Power of Attorney for Keh-Shew Lu
Stock symbol
DIOD
Transactions as of
Feb 1, 2023
Transactions value $
-$2,628,866
Form type
4
Date filed
2/3/2023, 04:22 PM
Previous filing
Dec 1, 2022
Next filing
Feb 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DIOD Diodes Incorporated Common Stock Award $0 +42K +63.46% $0.00 108K Feb 1, 2023 Direct F1, F2
transaction DIOD Diodes Incorporated Common Stock Tax liability -$294K -3.15K -2.91% $93.35 105K Feb 1, 2023 Direct F3
transaction DIOD Diodes Incorporated Common Stock - Performance Stock Units Award $0 +42K +17.31% $0.00 285K Feb 1, 2023 Direct F4, F5, F6
transaction DIOD Diodes Incorporated Common Stock Sale -$1.48M -16K -10.32% $92.50 139K Feb 1, 2023 Texastac Investments, LP F7, F8
transaction DIOD Diodes Incorporated Common Stock Sale -$855K -9K -6.48% $95.00 130K Feb 2, 2023 Texastac Investments, LP F7, F9
holding DIOD Diodes Incorporated Common Stock 46.2K Feb 1, 2023 Custodial
holding DIOD Diodes Incorporated Common Stock 286K Feb 1, 2023 Lu Grandchildren's Trust
holding DIOD Diodes Incorporated Common Stock 51.2K Feb 1, 2023 The Lu Family Foundation
holding DIOD Diodes Incorporated Common Stock 4.7K Feb 1, 2023 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 02/01/2024.
F2 Granted under Rule 16b-3 Plan.
F3 Vested restricted stock unit shares were automatically withheld to cover income tax.
F4 Each PSU represents a contingent right granted under the companys 2022 Equity Incentive Plan, a Rule 16b-3 Plan, to receive 1 share of Diodes Incorporated Common Stock.
F5 The PSUs vest in February 2026 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2023 through 2025 of $1,184.4 million (Target Performance).
F6 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%.
F7 Sold under a 10b5-1 plan.
F8 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.00 to $94.00, inclusive. The reporting person undertakes to provide to Diodes Incorporated, any security holder of Diodes Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (8) to this Form 4.
F9 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.20 to $95.80, inclusive. The reporting person undertakes to provide to Diodes Incorporated, any security holder of Diodes Incorporated, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (9) to this Form 4.