MONOLITHIC POWER SYSTEMS INC — Director's Dealing 2016

Feb 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONOLITHIC POWER SYSTEMS INC (MPWR)
CIK: 0001280452
Period of Report: 2016-02-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-02	Common Stock	A	102322.0	$0.0	Acquired	361646	Direct
2016-02-04	Common Stock	S	25277.0	$57.9337	Disposed	336369	Direct
2016-02-02	Common Stock	S	121.0	$61.4733	Disposed	475	Indirect
2016-02-02	Common Stock	S	6.0	$61.48	Disposed	469	Indirect
2016-02-02	Common Stock	A	426.0	$0.0	Acquired	895	Indirect

Footnotes

F1: On February 4, 2014, the reporting person was granted a target of 37,208 shares of restricted stock units subject to satisfaction of pre-determined, performance-based vesting criteria. On February 2, 2016, the Company's Board of Directors determined that those performance criteria for the restricted stock units had been satisfied, which resulted in 65,114 additional shares being achieved and granted to the reporting person. Of the restricted stock units that were awarded, 51,161 will vest immediately and 51,161 will vest quarterly in the next two years.

F2: The reported sales were to cover taxes upon the vesting of restricted stock units, as required by the Company's equity incentive plans.

F3: 1/16 of the Restricted Stock Units shall vest quarterly following the Vesting Commencement Date, provided that the Grantee continues to be a Service Provider from the Grant Date through each applicable vesting date.