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^*

Hsing Michael

(Last)

(First)

(Middle)

5808 LAKE WASHINGTON BLVD NE

(Street)

KIRKLAND

98033

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2021

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	02/02/2021⁽¹⁾		M⁽¹⁾		96,500⁽¹⁾	A	$0.0	946,155	D
Common Stock	02/02/2021		A		232,443⁽²⁾	A	$30	1,178,598	D
Common Stock								12,825	I	ZH Family 2020 Trust⁽³⁾
Common Stock								133,040	I	by M Hsing 04 Trust⁽⁴⁾

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)
Performance Shares	⁽¹⁾	02/02/2021		M⁽¹⁾			96,500	⁽¹⁾	⁽¹⁾	Common Stock	96,500	$0.0	0	D

Explanation of Responses:

1. On July 21, 2020, the reporting person was granted a target number of 19,300 performance units and can earn up to a maximum of 96,500 performance units subject to price targets ranging from $260 to $300 over a performance period from July 21, 2020 to July 20, 2023. In addition, all performance units are subject to the achievement of a business operating goal with a performance period through December 31, 2021. 75% of the performance units are subject to time-based vesting and require service through July 20, 2023, and the remaining 25% of the performance units are subject to time-based vesting and require service through July 20, 2024. Once vested, the performance units have a post-vesting sales restriction period of one year. On February 2, 2021, the Compensation Committee determined that the five price targets and the operating goal had been satisfied, which resulted in 96,500 units being credited, subject to time based vesting above.

2. On February 11, 2019, the reporting person was granted a target of 77,481 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 2, 2021, 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 154,962 additional shares being earned by the reporting person. Of the restricted stock units that were awarded, 116,223 will vest immediately and 116,220 will vest quarterly in the next two years.

3. The securities are held by the ZH Family 2020 Irrevocable Trust dated December 18, 2020, of which Michael Hsing and Alliance Trust Company of Nevada are co-trustees.

4. The securities are held by the Michael Hsing 2004 Tr Dtd 2/23/04 Michael Hsing TTEE Trust dated February 23, 2004, of which Michael Hsing is the trustee.

	By: Saria Tseng For: Michael R. Hsing	02/04/2021
	** 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).
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