SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lin Chih-Hsiang (Thompson)

(Last)

(First)

(Middle)

C/O APPLIED OPTOELECTRONICS, INC.

13139 JESS PIRTLE BLVD.

(Street)

SUGAR LAND

77478

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLIED OPTOELECTRONICS, INC. [ AAOI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.001 par value	08/31/2023		M		1,443	A	$9.96	1,218,778	D
Common Stock, $.001 par value	08/31/2023		F		1,084⁽¹⁾	D	$15.22	1,217,694	D
Common Stock, $.001 par value	08/31/2023		M		65,905	A	$9.96	1,283,599	D
Common Stock, $.001 par value	08/31/2023		F		52,092⁽²⁾	D	$15.22	1,231,507	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (Right to Buy)	$9.96	08/31/2023		M			1,443	⁽³⁾	09/26/2023	Common Stock, $0.001 par value	1,443	$0	0	D
Non-Qualified Stock Option (Right to Buy)	$9.96	08/31/2023		M			65,905	⁽³⁾	09/26/2023	Common Stock, $0.001 par value	65,905	$0	0	D

Explanation of Responses:

1. Reflects "net exercise" of outstanding stock options. The reporting person received 359 shares of common stock on net exercise of option to purchase 1,443 shares of common stock. The Company withheld 1,084 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing price on August 30, 2023 of $15.22, pursuant to the terms of the 2013 Equity Incentive Plan.

2. Reflects "net exercise" of outstanding stock options. The reporting person received 13,813 shares of common stock on net exercise of option to purchase 65,905 shares of common stock. The Company withheld 52,092 shares of common stock underlying the option for payment of the exercise price and tax withholdings, using the closing price on August 30, 2023 of $15.22, pursuant to the terms of the 2013 Equity Incentive Plan.

3. Options fully vested.

	/s/ David C. Kuo, attorney in fact for Chih-Hsiang (Thompson) Lin	09/05/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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