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*
Sciammas Maurice
(Last) (First) (Middle)
5808 LAKE WASHINGTON BLVD NE
(Street)
KIRKLAND WA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. V.P.of Sales and Marketing
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)
Code V Amount (A) or (D) Price
Common Stock 02/02/2021(1) M(1) 32,165(1) A $0.0 309,771 D
Common Stock 02/02/2021 A 60,186(2) A $30 369,957 D
Common Stock 9,000 I By GRAT
Common Stock 21,910 I By Sciammas Trst2020(3)
Common Stock 2,000 I by Family Trust
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares (1) 02/02/2021 M(1) 32,165 (1) (1) Common Stock 32,165 $0.0 0 D
Explanation of Responses:
1. On July 21, 2020, the reporting person was granted a target number of 6,433 performance units and can earn up to a maximum of 32,165 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 32,165 units being credited, subject to time based vesting above.
2. On February 11, 2019, the reporting person was granted a target of 20,062 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 40,124 additional shares being earned by the reporting person. Of the restricted stock units that were awarded, 30,093 will vest immediately and 30,093 will vest quarterly in the next two years.
3. Represents shares of stock owned by The Sciammas Family 2020 Irrevocable Trust DTD 04/29/2020. The reporting person is the trustee of the Sciammas Family 2020 Irrevocable Trust. The reporting person may be deemed to beneficially own the shares of common stock owned by The Sciammas Family 2020 Irrevocable Trust.
By: Saria Tseng For: Maurice Sciammas 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).
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.