FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * LU KEH SHEW 2. Issuer Name and Ticker or Trading Symbol DIODES INC /DEL/ [DIOD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 4949 HEDGCOXE ROAD, SUITE 200 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2010 (Street) PLANO, TX 75024 4. If Amendment, Date Original Filed(Month/Day/Year) 02/14/2013 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Diodes Incorporated Common Stock             33,550 (1) I Custodial Diodes Incorporated Common Stock             4,200 (2) I By Son-in-Law Diodes Incorporated Common Stock 08/17/2012   G(3) 90,000 A $ 0 120,000 I By Daughter Diodes Incorporated Common Stock 08/17/2012   G(3) 90,000 D $ 0 260,000 I Revocable Trust Diodes Incorporated Common Stock 08/29/2012   G 80,000 A $ 0 80,000 I Lu Grandchildren's Trust Diodes Incorporated Common Stock 08/29/2012   G 321,783 A $ 0 401,783 I Lu Grandchildren's Trust Diodes Incorporated Common Stock 08/29/2012   G 321,783 D $ 0 679,950 D   Diodes Incorporated Common Stock 08/29/2012   G 80,000 D $ 0 180,000 I Revocable Trust Diodes Incorporated Common Stock 11/30/2012   G(4) 75,000 A $ 0 476,783 I Lu Grandchildren's Trust Diodes Incorporated Common Stock 11/30/2012   G 75,000 D $ 0 105,000 I Revocable Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LU KEH SHEW 4949 HEDGCOXE ROAD SUITE 200 PLANO, TX 75024	Â	Â	  President & CEO	Â

Signatures

Richard D. White as Power of Attorney for Keh-Shew Lu		02/14/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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 purpose.
(2)	These shares belong to the reporting persons son in law, who shares reporting persons household, which include both restricted stock units and common stock. The reporting person disclaims beneficial ownership of the shares held by his son in law, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son in laws shares for purposes of Section 16 or for any other purpose.
(3)	This transaction involved a gift of securities by the reporting person to his daughter, who shares reporting persons household. The reporting person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the reporting person is the beneficial owner of his daughters shares for purposes of Section 16 or for any other purpose.
(4)	The Amended Form 5 is being filed because the 75,000 total shares reported on the original Form 5 filing was incorrect. The total shares held in the Lu Grandchildrens Trust is 476,783 shares, as of 11/30/2012.

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