MONOLITHIC POWER SYSTEMS INC — Director's Dealing 2014

Nov 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONOLITHIC POWER SYSTEMS INC (MPWR)
CIK: 0001280452
Period of Report: 2013-12-14

Reporting Person: Rao Meera (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-22	Common Stock	M	36000.0	$0.0	Acquired	85089	Direct
2014-10-21	Common Stock	M	36000.0	$0.0	Acquired	103669	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-14	Performance Shares	$	A	180000.0	Acquired		Common Stock (180000)	Direct
2014-07-22	Performance Shares	$	M	36000.0	Disposed		Common Stock (36000)	Direct
2014-10-21	Performance Shares	$	M	36000.0	Disposed		Common Stock (36000)	Direct

Footnotes

F1: Each performance share represents a contingent right to receive a restricted stock unit upon MPWR's common stock achieving a 20-day average closing price of $40.00 per share from January 1, 2014 through December 31, 2018 (the "Performance Period"). Credited performance units are still subject to an additional, quarterly, five-year time-based vesting schedule beginning January 1, 2019, subject to acceleration under certain circumstances.

F2: Each performance share represents a contingent right to receive a restricted stock unit upon MPWR's common stock achieving a 20-day average closing price of $43.00 per share from January 1, 2014 through December 31, 2018 (the "Performance Period"). Credited performance units are still subject to an additional, quarterly, five-year time-based vesting schedule beginning January 1, 2019, subject to acceleration under certain circumstances.

F3: The reporting person was granted 36,000 performance units on December 14, 2013. Each performance unit vests as stated: one share of MPWR common stock will be credited for each performance unit if the price of MPWR common stock achieves a 20-day average closing price of $40.00 per share from January 1, 2014 through December 31, 2018 (the "Performance Period"), and up to four additional shares will be credited for each performance unit if the 20-day average closing price reaches $43.00, $47.00, $52.00, and $56.00 (one share per price level) during the Performance Period. Credited performance units are subject to an additional, five-year, quarterly, time-based vesting schedule beginning January 1, 2019, subject to acceleration under certain circumstances. The derivative securities reported in columns 5 and 9 reflect the maximum payout achievable. If the Company does not achieve a price threshold within the Performance Period, 1/5 of the reported derivative securities will be forfeited.

F4: Each performance unit will vest as follows: one share of MPWR common stock will be credited for each performance unit if the price of MPWR common stock achieves a 20-day average closing price of $40.00 per share from January 1, 2014 through December 31, 2018 (the "Performance Period"), and up to four additional shares will be credited for each performance unit if the 20-day average closing price reaches $43.00, $47.00, $52.00 and $56.00 (that is, one share per price level) during the Performance Period. Credited performance units are then subject to an additional, quarterly, five-year time-based vesting schedule beginning January 1, 2019, subject to acceleration under certain circumstances.

F5: No new grants are being reported by this amendment. This amendment merely increases the number of derivative securities originally reported in column 5 and 9 of Table II of the Form 4 filed with the SEC on December 18, 2013 to match the number of shares underlying the derivative security originally reported in column 7 of Table II. These changes are needed to allow the Company to utilize its existing Section 16 filing program to report the vesting of the performance units when the different price thresholds are achieved. The Company's existing filing program does not allow for the reporting of vesting of performance units that entitle a grantee to a potential payout under those units greater than 1x.