SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHANG KUO WEI HERBERT

(Last)

(First)

(Middle)

C/O MONOLITHIC POWER SYSTEMS INC

983 UNIVERSITY AVENUE BLDG A

(Street)

LOS GATOS

95032-7637

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MONOLITHIC POWER SYSTEMS INC [ MPWR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/25/2005		S		20,000	D	$6.9258⁽¹⁾	10,386	I⁽²⁾	By C Squared Investment Corp.⁽³⁾
Common Stock	08/26/2005		S		10,386	D	$7.0519⁽¹⁾	0	I⁽²⁾	By C Squared Investment Corp.⁽³⁾
Common stock								130,955	I⁽²⁾	By Forefront Venture Partners, L.P.⁽⁴⁾
Common stock								677,671	I⁽²⁾	By InveStar Burgeon Venture Capital, Inc.⁽⁵⁾
Common stock								130,955	I⁽²⁾	By InveStar Dayspring Venture Capital, Inc.⁽⁵⁾
Common stock								864,489	I⁽²⁾	By InveStar Semiconductor Development Fund, Inc (II) LDC⁽⁵⁾
Common stock								313,193	I⁽²⁾	By InveStar Excelsus Venture Capital (International) Inc., LDC⁽⁵⁾
Common stock								1,974,690	I⁽²⁾	By InveStar Semiconductor Development Fund, Inc.⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Average selling price

2. Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any.

3. Reporting person is the Chief Executive office of C Squared Management Corporation, which is the management company of C Squared investment Corporation.

4. These securities are held directly by Forefront Venture Partners, L.P., and indirectly by Forefront Associates LLC, its general partner. Reporting person is a managing general partner of Forefront Associates LLC, and shares voting and/or investment power over these securities.

5. InveStar Capital Inc. is the investment manager of this entity. The reporting person is President of InveStar Capital Inc., and exercises voting and/or investment power over these securities.

	Chang Kuo Wei (Herbert)	08/26/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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