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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LU KEH SHEW
(Last) (First) (Middle)
4949 HEDGCOXE ROAD
SUITE 200
(Street)
PLANO TX 75024
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DIODES INC /DEL/ [ DIOD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2020
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)
Code V Amount (A) or (D) Price
Diodes Incorporated Common Stock 12/14/2020 S(1) 43,343 D $68.0913(2) 598,753 I Lu Grandchildren's Trust
Diodes Incorporated Common Stock 12/15/2020 S(1) 13,082 D $69.2791(3) 585,671 I Lu Grandchildren's Trust
Diodes Incorporated Common Stock 420,417 D
Diodes Incorporated Common Stock 46,150(4) I Custodial
Diodes Incorporated Common Stock 55,655 I The Lu Family Foundation
Diodes Incorporated Common Stock 4,700 I The Lu 2017 Irrevocable Trust
Diodes Incorporated Common Stock - Performance Stock Units 175,100 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Sold under a 10b5-1 plan.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.52 to $68.65, 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 (2) to this Form 4.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.52 to $69.75, 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 (3) to this Form 4.
4. 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.
Remarks:
Exhibit List Exhibit 24 - Substitute Power of Attorney
Brett R. Whitmire as Power of Attorney for Keh-Shew Lu 12/16/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
SUBSTITUTE POWER OF ATTORNEY

      Under terms of various powers of attorney ("POAs"), the undersigned,
RICHARD D. WHITE, was appointed attorney-in-fact for certain officers and
directors ("D&Os") of Diodes Incorporated ("Diodes") to act in connection with
execution, delivery, and filing of all such documents and things, including,
without limitation, reports and filings with the United States Securities and
Exchange Commission, Internal Revenue Service, and Nasdaq Stock Exchange, as may
be required to be executed, delivered, and filed by such D&Os in connection with
the beneficial ownership by such D&Os of securities of Diodes.

      In accordance with the authority granted under the POAs, including the
power of substitution, the undersigned hereby appoints BRETT R. WHITMIRE, of
5324 Seascape Lane, Plano, TX 75093, as substitute attorneys-in-fact, on behalf
of the D&Os, with full power of substitution, to exercise and execute all of the
powers granted or conferred in the original POAs. By his signature as attorney-
in-fact to this Substitute Power of Attorney, BRETT R. WHITMIRE accepts such
appointment and agrees to assume from the undersigned any and all duties and
responsibilities attendant to his capacity as attorney-in-fact.

Executed on December 4, 2020



By: /s/Richard D. White
Richard D. White, Attorney-in-Fact



I ACCEPT THIS APPOINTMENT AND SUBSTITUTION:



By: /s/Brett R. Whitmire
Brett R. Whitmire