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, BUILDING A

(Street)

LOS GATOS

95032

(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)
11/24/2004

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

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

	Form filed by One Reporting Person
X	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	11/24/2004		C		130,955	A	$0	130,955	I⁽¹⁾⁽³⁾	By Forefront Venture Partners, L.P.
Common Stock	11/24/2004		C		30,386	A	$0	30,386	I⁽³⁾	By C Squared Investment Corp.⁽⁴⁾
Common Stock	11/24/2004		C		677,671	A	$0	677,671	I⁽³⁾	By InveStar Burgeon Venture Capital, Inc.⁽²⁾
Common Stock	11/24/2004		C		130,955	A	$0	130,955	I⁽³⁾	By InveStar Dayspring Venture Capital, Inc.⁽²⁾
Common Stock	11/24/2004		C		864,489	A	$0	864,489	I⁽³⁾	By InveStar Semiconductor Development Fund, Inc. (II) LDC⁽²⁾
Common Stock	11/24/2004		C		313,193	A	$0	313,193	I⁽³⁾	By InveStar Excelsus Venture Capital (International) Inc., LDC⁽²⁾
Common Stock	11/24/2004		C		2,520,964	A	$0	0	I⁽³⁾	By InveStar Semiconductor Development Fund, Inc.⁽²⁾
Common Stock	11/24/2004		S		546,274	D	$7.905	1,974,690	I⁽³⁾	By InveStar Semiconductor Development Fund, Inc.⁽²⁾

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)
Series D Convertible Preferred Stock	⁽⁵⁾	11/24/2004		C			130,955	⁽⁶⁾	08/08/1998	Common Stock	130,955	$0	0	I⁽¹⁾⁽³⁾	By Forefront Venture Partners, L.P.
Series D Convertible Preferred Stock	⁽⁵⁾	11/24/2004		C			30,386	⁽⁶⁾	08/08/1998	Common Stock	30,386	$0	0	I⁽³⁾	By C Squared Investment Corp.⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁵⁾	11/24/2004		C			546,716	⁽⁶⁾	08/08/1998	Common Stock	546,716	$0	0	I⁽³⁾	By InveStar Burgeon Venture Capital, Inc.⁽²⁾
Series D Convertible Preferred Stock	⁽⁵⁾	11/24/2004		C			130,955	⁽⁶⁾	08/08/1998	Common Stock	130,955	$0	0	I⁽³⁾	By InveStar Burgeon Venture Capital, Inc.⁽²⁾
Series D Convertible Preferred Stock	⁽⁵⁾	11/24/2004		C			130,955	⁽⁶⁾	08/08/1998	Common Stock	130,955	$0	0	I⁽³⁾	By InveStar Dayspring Venture Capital, Inc.⁽²⁾
Series B Convertible Preferred Stock	⁽⁵⁾	11/24/2004		C			2,520,964	⁽⁶⁾	08/08/1998	Common Stock	2,520,964	$0	0	I⁽³⁾	By InveStar Semiconductor Development Fund, Inc.⁽²⁾
Series C Convertible Preferred Stock	⁽⁵⁾	11/24/2004		C			733,534	⁽⁶⁾	08/08/1998	Common Stock	733,534	$0	0	I⁽³⁾	By InveStar Semiconductor Development Fund, Inc. (II)⁽²⁾
Series D Convertible Preferred Stock	⁽⁵⁾	11/24/2004		C			130,955	⁽⁶⁾	08/08/1998	Common Stock	130,955	$0	0	I⁽³⁾	By InveStar Semiconductor Development Fund, Inc. (II) LDC⁽²⁾
Series C Convertible Preferred Stock	⁽⁵⁾	11/24/2004		C			182,238	⁽⁶⁾	08/08/1998	Common Stock	182,238	$0	0	I⁽³⁾	By InveStar Excelsus Venture Capital (International) Inc., LDC⁽²⁾
Series D Convertible Preferred Stock	⁽⁵⁾	11/24/2004		C			130,955	⁽⁶⁾	08/08/1998	Common Stock	130,955	$0	0	I⁽³⁾	By InveStar Excelsus Venture Capital (International) Inc., LDC⁽²⁾

1. Name and Address of Reporting Person^*

CHANG KUO WEI HERBERT

(Last)

(First)

(Middle)

C/O MONOLITHIC POWER SYSTEMS, INC.

983 UNIVERSITY AVENUE, BUILDING A

(Street)

LOS GATOS

95032

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FOREFRONT VENTURE PARTNERS LP

(Last)

(First)

(Middle)

3600 PRUNERIDGE AVENUE, SUITE 300

(Street)

SANTA CLARA

95051

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Forefront Associates LLC

(Last)

(First)

(Middle)

3600 PRUNERIDGE AVENUE, SUITE 300

(Street)

SANTA CLARA

95051

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INVESTAR CAPITAL INC

(Last)

(First)

(Middle)

ROOM 1201, 12TH FLOOR 333 KEELUNG ROAD

SEC.1

(Street)

TAIPEI, TAIWAN, R.O.C.

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INVESTAR EXCELSUS VENTURE CAPITAL INTL INC LDC

(Last)

(First)

(Middle)

ROOM 1201, 12TH FLOOR 333 KEELUNG ROAD

SEC.1

(Street)

TAIPEI, TAIWAN, R.O.C.

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INVESTAR BURGEON VENTURE CAPITAL INC

(Last)

(First)

(Middle)

ROOM 1201, 12TH FLOOR 333 KEELUNG ROAD

SEC.1

(Street)

TAIPEI, TAIWAN, R.O.C.

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

INVESTAR DAYSPRING VENTURE CAPITAL INC

(Last)

(First)

(Middle)

ROOM 1201, 12TH FLOOR 333 KEELUNG ROAD

SEC.1

(Street)

TAIPEI, TAIWAN, R.O.C.

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

InveStar Semiconductor Development Fund Inc

(Last)

(First)

(Middle)

ROOM 1201, 12TH FLOOR 333 KEELUNG ROAD

SEC.1

(Street)

TAIPEI, TAIWAN, R.O.C.

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

InveStar Semiconductor Development Fund Inc (II) LDC

(Last)

(First)

(Middle)

ROOM 1201, 12TH FLOOR 333 KEELUNG ROAD

SEC.1

(Street)

TAIPEI, TAIWAN, R.O.C.

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TAI KENNETH

(Last)

(First)

(Middle)

ROOM 1201, 12TH FLOOR 333 KEELUNG ROAD

SEC.1

(Street)

TAIPEI, TAIWAN, R.O.C.

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

2. 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.

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

4. Reporting person is the chief executive officer of C Squared Management Corporation, which is the management company of C Squared Investment Corp.

5. 1-for-1

6. Immed.

	/s/ Herbert Chang	11/24/2004
	** 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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