Keh Shew Lu - Feb 1, 2024 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, 2024
Transactions value $
-$496,574
Form type
4
Date filed
2/2/2024, 05:22 PM
Previous filing
May 31, 2023
Next filing
Feb 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DIOD Diodes Incorporated Common Stock Award $0 +25K +21.44% $0.00 142K Feb 1, 2024 Direct F1, F2
transaction DIOD Diodes Incorporated Common Stock Tax liability -$497K -7.34K -5.18% $67.69 134K Feb 1, 2024 Direct F3
transaction DIOD Diodes Incorporated Common Stock - Performance Stock Units Award $0 +25K +23.58% $0.00 131K Feb 1, 2024 Direct F4, F5, F6
holding DIOD Diodes Incorporated Common Stock 46.2K Feb 1, 2024 Custodial F7
holding DIOD Diodes Incorporated Common Stock 286K Feb 1, 2024 Lu Grandchildren's Trust
holding DIOD Diodes Incorporated Common Stock 6K Feb 1, 2024 The Lu Family Foundation
holding DIOD Diodes Incorporated Common Stock 4.7K Feb 1, 2024 The Lu 2017 Irrevocable Trust
holding DIOD Diodes Incorporated Common Stock 283K Feb 1, 2024 Texastac Investments, LP
* 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 02/01/2025.
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 2027 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2024 through 2026 of $630 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 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.