MONOLITHIC POWER SYSTEMS INC — Director's Dealing 2019

Jul 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONOLITHIC POWER SYSTEMS INC (MPWR)
CIK: 0001280452
Period of Report: 2019-04-23

Reporting Person: Hsing Michael (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-23	Common Stock	M	21600	$0.0	Acquired	1138992	Direct
2019-07-01	Common Stock	S	10960	$139.5561	Disposed	1091815	Direct
2019-07-03	Common Stock	S	16540	$134.9556	Disposed	1075275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-23	Restricted Stock Units	$	M	21600	Disposed		Common Stock (21600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	133040	Indirect

Footnotes

F1: On October 25, 2018, the reporting person was granted a target number of 21,600 performance units and can earn up to a maximum of 108,000 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 April 23, 2019, the first price target had been met and approved by the Compensation Committee, which resulted in 21,600 units being credited, subject to time based vesting above.

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: In accordance with the reporting person's 10b5-1 trading plan.

F4: 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 $134.34 to $136.67. 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.