MONOLITHIC POWER SYSTEMS INC — Director's Dealing 2019

Oct 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONOLITHIC POWER SYSTEMS INC (MPWR)
CIK: 0001280452
Period of Report: 2019-10-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-22	Common Stock	M	23338	—	Acquired	323343	Direct
2019-10-22	Common Stock	M	9600	—	Acquired	332943	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-22	Performance Shares	$	M	23338	Disposed		Common Stock (23338)	Direct
2019-10-22	Restricted Stock Units	$	M	9600	Disposed		Common Stock (9600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1101	Indirect

Footnotes

F1: On December 31, 2015, the reporting person was granted a target number of 75,678 shares of performance units in four tranches subject to satisfaction of share price targets over the next four years. The vesting of performance units in the second, third and fourth tranches is also subject to the satisfaction of certain operational goals,as determined by the Compensation Committee. All performance units are subject to time based vesting and require service through January 1, 2020 or an earlier change in control. Once vested, one-third of the resulting shares have no sales restrictions and are sellable on January 1, 2020, one-third of the shares have sales restrictions until January 1,2021 and one-third of the shares have sales restrictions until January 1, 2022.On October 22,2019,the Compensation Committee determined one of the operational goals for the fourth tranche of performance units had been satisfied, which resulted in 23,338 units being credited, subject to time based vesting.

F2: On October 25, 2018, the reporting person was granted a target number of 9,600 performance units and can earn up to a maximum of 48,000 performance units subject to satisfaction of five stock price targets ranging from $140 to $172 over the performance periods from October 25, 2018 to December 31, 2023, as determined by the Compensation Committee of the Company. All performance units are subject to time based vesting and require service through January 1,2024 or an earlier change in control. Once vested, performance units convert into shares of common stock on a 1-for-1 basis and one-third of the resulting shares have no sales restrictions and are sellable on January 1,2024, one-third of the shares have sales restrictions until January 1, 2025 and one-third have sales restrictions until January 1,2026. On October 22, 2019, the third price target had been met and approved by the Compensation Committee, which resulted in 9,600 units being credited, subject to time based vesting above.