MONOLITHIC POWER SYSTEMS INC — Director's Dealing 2014

Feb 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONOLITHIC POWER SYSTEMS INC (MPWR)
CIK: 0001280452
Period of Report: 2014-02-11

Reporting Person: Zhou Jeff (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-11	Common Stock	M	8000.0	$19.29	Acquired	19289	Direct
2014-02-11	Common Stock	S	8000.0	$34.2577	Disposed	11289	Direct
2014-02-11	Common Stock	A	3493.0	$0.0	Acquired	14782	Direct
2014-02-12	Common Stock	M	8000.0	$19.29	Acquired	22782	Direct
2014-02-12	Common Stock	S	8000.0	$34.7	Disposed	14782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-11	Non-Qualified Stock Option (right to buy)	$20.2	M	8000.0	Disposed	2017-02-09	Common Stock (8000)	Direct
2014-02-12	Non-Qualified Stock Option (right to buy)	$20.2	M	8000.0	Disposed	2017-02-09	Common Stock (8000)	Direct

Footnotes

F1: On December 11, 2012, the Company's Board declared a special cash dividend of $1.00 per common share, which was paid on December 28, 2012 to all shareholders of record as of the close of business on December 21, 2012. The Board approved a modification whereby each outstanding option as of December 28, 2012 was increased by a ratio of 1.0471 with a corresponding reduction in the exercise price.

F2: The price is the weighted average sale price for the transactions reported on this line. The prices for the transactions reported on this line range from $34.18 to $34.365. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: According to the Company's 2004 Equity Incentive Plan and the Board Compensation Schedule as adopted by the Board on February 4, 2014, each Outside Director will be automatically granted Restricted Stock Units as of such date, if he or she will have served on the Board for at least the preceding six (6) months, with such grant to be effective as of the first day that the Company's trading window re-opens (or as of the date of the meeting of the Board or Compensation Committee, as applicable, if the Company's trading window is open on such date), subject to the Outside Director's continued service to the Board through such date. 100% of the restricted stock units shall vest on the first anniversary of the Vesting Commencement Date.