MONOLITHIC POWER SYSTEMS INC — Director's Dealing 2014

Jul 1, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONOLITHIC POWER SYSTEMS INC (MPWR)
CIK: 0001280452
Period of Report: 2014-06-30

Reporting Person: Zhou Jeff (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-30	Common Stock	M	19000.0	$19.29	Acquired	33782	Direct
2014-06-30	Common Stock	M	1882.0	$19.29	Acquired	35664	Direct
2014-06-30	Common Stock	S	5000.0	$42.4917	Disposed	30664	Direct
2014-06-30	Common Stock	S	5000.0	$42.4868	Disposed	25664	Direct
2014-06-30	Common Stock	S	5000.0	$42.479	Disposed	20664	Direct
2014-06-30	Common Stock	S	5882.0	$42.475	Disposed	14782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-30	Non-Qualified Stock Option (right to buy)	$19.29	M	1882.0	Disposed	2017-02-09	Common Stock (1882)	Direct
2014-06-30	Non-Qualified Stock Option (right to buy)	$20.2	M	19000.0	Disposed	2017-02-09	Common Stock (19000)	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: In accordance with the reporting person's 10b5-1 trading plan.

F3: 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 $42.09 to $42.74. 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.

F4: 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 $42.08 to $42.75. 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.

F5: 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 $42.08 to $42.72. 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.