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MONOLITHIC POWER SYSTEMS INC Director's Dealing 2013

May 8, 2013

30057_dirs_2013-05-08_b52f5a3c-35f9-4da3-8dff-cc5d56363177.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MONOLITHIC POWER SYSTEMS INC (MPWR)
CIK: 0001280452
Period of Report: 2013-05-06

Reporting Person: Tseng Saria (VP & General Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-05-06 Common Stock M 1340.0 $7.64 Acquired 83972 Direct
2013-05-06 Common Stock S 1340.0 $24.41 Disposed 82632 Direct
2013-05-06 Common Stock M 331.0 $7.64 Acquired 82963 Direct
2013-05-06 Common Stock S 331.0 $24.3401 Disposed 82632 Direct
2013-05-06 Common Stock M 8660.0 $7.64 Acquired 91292 Direct
2013-05-06 Common Stock S 8660.0 $24.3401 Disposed 82632 Direct
2013-05-07 Common Stock S 502.0 $24.24 Disposed 82130 Direct
2013-05-08 Common Stock S 1223.0 $24.1013 Disposed 80907 Direct
2013-05-08 Common Stock A 151.0 $0.0 Acquired 81058 Direct
2013-05-08 Common Stock S 58.0 $24.1 Disposed 81000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-05-06 Non-Qualified Stock Option (right to buy) $7.64 M 331.0 Disposed 2014-11-17 Common Stock (331) Direct
2013-05-06 Non-Qualified Stock Option (right to buy) $8.0 M 1340.0 Disposed 2014-11-17 Common Stock (1340) Direct
2013-05-06 Non-Qualified Stock Option (right to buy) $8.0 M 8660.0 Disposed 2014-11-17 Common Stock (8660) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3000 Indirect

Footnotes

F1: 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 $24.34 to $24.3501. 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.

F2: Shares sold to pay tax obligations resulting from the vesting of restricted stock units.

F3: Equitable stock dividend adjustment approved by the Board of Director as a result of dividend Payment to shareholders on December 28, 2012. Stock dividends will release according to the same vesting schedule as the original grants.

F4: On December 11, 2012, the Company's Board declared a special cash dividend of $1.00 per common share, which was paid on December 28, 2012 to all shareholders of record as of the close of business on December 21, 2012. The Board approved a modification whereby each outstanding option as of December 28, 2012 was increased by a ratio of 1.0471 with a corresponding reduction in the exercise price.