Sec Form 4 Filing - Xiao Deming @ MONOLITHIC POWER SYSTEMS INC - 2015-02-03

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Xiao Deming 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) Pres. of MPS Asia Operations (Last) (First) (Middle) 79 GREAT OAKS BLVD 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2015 (Street) SAN JOSE, CA95119 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/03/2015( 1 ) M( 1 ) 43,200 ( 1 ) A $ 0 285,512 D Common Stock 02/17/2015 J( 2 ) 474 A $ 37.451 258,375 D Common Stock 02/03/2015 A 569 ( 3 ) A $ 0 2,148 I by Spouse Common Stock 03/16/2015 S( 4 ) 9 D $ 53.16 2,139 I by Spouse Common Stock 03/16/2015 S( 4 ) 166 D $ 53.16 1,973 I by Spouse Common Stock 03/16/2015 S( 4 ) 84 D $ 53.16 1,889 I by Spouse

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 Der ivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 5 ) 02/03/2015( 1 ) M( 1 ) 43,200 ( 1 ) ( 5 ) ( 5 ) Common Stock 43,200 $ 0 86,400 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Xiao Deming 79 GREAT OAKS BLVD SAN JOSE, CA95119 Pres. of MPS Asia Operations Signatures By: Saria Tseng For: Deming Xiao 03/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance share represents a contingent right to receive a restricted stock unit upon MPWR's common stock achieving a 20-day average closing price of $47.00 per share from January 1, 2014 through December 31, 2018 (the "Performance Period"). Credited performance units are still subject to an additional, quarterly, five-year time-based vesting schedule beginning January 1, 2019, subject to acceleration under certain circumstances. ( 2 )Acquired through the Company's qualified ESPP program. ( 3 )1/16 of the Restricted Stock Units shall vest quarterly following the Vesting Commencement Date, provided that the Grantee continues to be a Service Provider from the Grant Date through each applicable vesting date. ( 4 )Shares sold to pay tax obligations resulting from the vesting of restricted stock units. ( 5 )Each performance unit will vest as follows: one share of MPWR common stock will be credited for each performance unit if the price of MPWR common stock achieves a 20-day average closing price of $40.00 per share from January 1, 2014 through December 31, 2018 (the "Performance Period"), and up to four additional shares will be credited for each performance unit if the 20-day average closing price reaches $43.00, $47.00, $52.00 and $56.00 (that is, one share per price level) during the Performance Period. Credited performance units are then subject to an additional, quarterly, five-year time-based vesting schedule beginning January 1, 2019, subject to acceleration under certain circumstances.

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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