SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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 CA 95032

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2004
3. Issuer Name and Ticker or Trading Symbol
MONOLITHIC POWER SYSTEMS INC [ MPWR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 03/07/2001(1) 06/07/2010 Common Stock 80,000 $0.08 D
Series D Convertible Preferred Stock (7) 08/08/1988 Common Stock 130,955 (2)(8) I(3)(5) By Forefront Venture Partners, L.P.
Series D Convertible Preferred Stock (7) 08/08/1988 Common Stock 30,386 (2)(8) I(5) By C Squared Investment Corp.(6)
Series C Convertible Preferred Stock (7) 08/08/1988 Common Stock 546,716 (8) I(5) By InveStar Burgeon Venture Capital, Inc.(4)
Series D Convertible Preferred Stock (7) 08/08/1988 Common Stock 130,955 (2)(8) I(5) By InveStar Burgeon Venture Capital, Inc.(4)
Series D Convertible Preferred Stock (7) 08/08/1988 Common Stock 130,955 (2)(8) I(5) By InveStar Dayspring Venture Capital, Inc.(4)
Series B Convertible Preferred Stock (7) 08/08/1988 Common Stock 2,520,964 (8) I(5) By InveStar Semiconductor Development Fund, Inc.(4)
Series C Convertible Preferred Stock (7) 08/08/1988 Common Stock 733,534 (8) I(5) By InveStar Semiconductor Development Fund, Inc.(II) LDC(4)
Series D Convertible Preferred Stock (7) 08/08/1988 Common Stock 130,955 (2)(8) I(5) By InveStar Semiconductor Development Fund, Inc. (II) LDC(4)
Series C Convertible Preferred Stock (7) 08/08/1988 Common Stock 182,238 (8) I(5) By InveStar Excelsus Venture Capital (Int'l) Inc., LDC(4)
Series D Convertible Preferred Stock (7) 08/08/1988 Common Stock 130,955 (2)(8) I(5) By InveStar Excelsus Venture Capital (Int'l) Inc., LDC(4)
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 CA 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 CA 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 CA 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. F5

(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. F5

(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. F5

(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. F5

(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. F5

(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. F5

(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. F5

(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. 25% of the shares subject to the option vested on 3/7/01; balance vested monthly over 36 months.
2. Securities convert into Common Stock at a ratio of 1.0 share of Common Stock for each share of Series D Preferred Stock upon the closing of the issuer's initial public offering at a per share offering price of $8.23 or above. At any offering price below $8.23, the conversion ratio is determined as a function of the difference between the offering price and $8.23, but in no event would such ratio exceed 1.058964964 shares of Common Stock for each share of Series D Preferred Stock.
3. These securities are held directly by Forefront Venture Partners, L.P., and indirectly by Forefront Associates LLC, its general partner. Herbert Chang and Kenneth Tai are both general partners of Forefront Associates LLC, and share voting and/or investment power over these securities.
4. InveStar Capital, Inc. is the investment manager of this entity. Herbert Chang is President of InveStar Capital, Inc., and exercises voting and/or investment power over these securities.
5. Each reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein, if any.
6. Herbert Chang is the chief executive officer of C Squared Management Corporation, which is the management company of C Squared Investment Corp.
7. Immediately.
8. 1-for-1
/s/ Herbert Chang 11/18/2004
** 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 5 (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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