MONOLITHIC POWER SYSTEMS INC — Director's Dealing 2016

Nov 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONOLITHIC POWER SYSTEMS INC (MPWR)
CIK: 0001280452
Period of Report: 2012-04-24

Reporting Person: Xiao Deming (Pres. of MPS Asia Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Common Stock	S	5042	$76.9137	Disposed	273690	Direct
2016-11-09	Common Stock	S	1300	$77.8554	Disposed	272390	Direct
2012-04-24	Common Stock	A	3500	—	Acquired	3672	Indirect
2014-02-04	Common Stock	A	4533	—	Acquired	8205	Indirect
2014-04-22	Common Stock	A	415	—	Acquired	8620	Indirect
2016-11-09	Common Stock	S	833	$79.346	Disposed	7787	Indirect
2016-11-09	Common Stock	S	5482	$79.391	Disposed	2305	Indirect

Footnotes

F1: In accordance with the reporting person's l0b5-l trading plan.

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 $76.52 to $77.48. 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: 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 $77.60 to $78.08. 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: 1/16 of the Restricted Stock Units vested quarterly following the Vesting Commencement Date, provided that the Grantee continued to be a Service Provider from the Grant Date through each applicable vesting date. The award is now fully vested.

F5: On April 24, 2012, the reporting person was granted a target of 3,500 shares of restricted stock units subject to satisfaction of pre-determined, performance-based vesting criteria. On February 4, 2014, the Company's Board of Directors determined that those performance criteria for the restricted stock units had been satisfied, which resulted in 831 additional shares being achieved and granted to the reporting person. Of the restricted stock units that were awarded, 2,267 vested May I, 2014 and 2,266 vested quarterly in the next two years. In addition, 202 shares were granted as a result of an equitable stock dividend adjustment approved by the Board of Directors on December 28,2012. This award is now fully vested.

F6: Transaction was executed during an authorized trading window in compliance with the Company's Insider Trading Compliance Program.

F7: 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 $79.3901 to $79.40. 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.