MONOLITHIC POWER SYSTEMS INC — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONOLITHIC POWER SYSTEMS INC (MPWR)
CIK: 0001280452
Period of Report: 2015-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-05	Common Stock	S	97.0	$60.93	Disposed	608	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-31	Performance Shares	$	A	75678.0	Acquired		Common Stock (75678)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	259324	Direct

Footnotes

F1: Shares sold to pay tax obligations resulting from the vesting of restricted stock units.

F2: On December 31, 2015, the reporting person was granted a target of 75,678 shares of restricted stock units in four tranches over the next four years subject to satisfaction of share price targets. The vesting of restricted stock units in the second, third and fourth tranches is also subject to satisfaction of certain operational goals and market price hurdles as well as time vesting condition, as determined by the Compensation Committee of the Company. One-third of the shares have no sales restrictions and are sellable upon vesting on January 1, 2020, one-third of the shares have no sales restrictions until January 1, 2021 and one-third of the shares have no sales restrictions until January 1, 2022 subsequent to the achievement of those price and operational targets.