MONOLITHIC POWER SYSTEMS INC — Director's Dealing 2020

Feb 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONOLITHIC POWER SYSTEMS INC (MPWR)
CIK: 0001280452
Period of Report: 2020-02-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-04	Common Stock	M	19200	$0.0	Acquired	297265	Direct
2020-02-04	Common Stock	A	74894	$30.0	Acquired	372159	Direct
2020-02-06	Common Stock	S	18355	$183.7523	Disposed	353804	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-04	Restricted Stock Units	$	M	19200	Disposed		Common Stock (19200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1101	Indirect

Footnotes

F1: 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 Board's Compensation Committee. 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 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 February 4, 2020, the fourth and fifth price targets had been met and approved by the Compensation Committee, which resulted in 19,200 units being credited, subject to time based vesting above.

F2: On February 7, 2018, the reporting person was granted a target of 25,245 shares of restricted stock units, with the right to earn up to 300% of the target shares, subject to satisfaction of pre-determined, performance-based vesting criteria. On February 4, 2020, the Company's Compensation Committee of the Board of Directors determined and approved the achievement of the performance criteria for the restricted stock units, which resulted in 49,649 additional shares being earned by the reporting person. Of the restricted stock units that were awarded, 37,448 will vest immediately and 37,446 will vest quarterly in the next two years.

F3: The reported sales were to cover taxes upon the vesting of restricted stock units, as required by the Company's equity incentive plans.