SEC Form 4 · accession 0001280452-18-000133

MONOLITHIC POWER SYSTEMS, INC. · MPWR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Deming Xiao

Officer — Pres. of MPS Asia Operations

Period of report

Oct 25, 2018

Accepted (ET)

Oct 29, 2018 · 7:16 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001280452

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Oct 25, 2018	M	12,885	$0.00	A	308,056	D
Common Stock^F2	Oct 25, 2018	M	15,075	$0.00	A	323,131	D
Common Stock	holding	—	—		—	1,101	I	by Spouse

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Shares^F1	—	Oct 25, 2018	M	12,885	D	—	—	Common Stock	12,885	43,289	D
Performance Shares^F2	—	Oct 25, 2018	M	15,075	D	—	—	Common Stock	15,075	28,214	D
Restricted Stock Units^F3	—	Oct 25, 2018	A	48,000	A	—	—	Common Stock	48,000	48,000	D

Explanation of responses

F1On December 31, 2015, the reporting person was granted a target number of 75,678 performance units in four tranches subject to satisfaction of share price targets over the next four years. The vesting of performance units in the second, third and fourth tranches is also subject to the satisfaction of certain operational goals, as determined by the Compensation Committee. All performance units are subject to time based vesting through January 1, 2020 or an earlier change in control. Once vested, one-third of the resulting shares have no sales restrictions and are sellable on January 1, 2020, one-third of the shares have sales restrictions until January 1, 2021 and one-third of the shares have sales restrictions until January 1, 2022. On October 25, 2018, the Compensation Committee determined one of the operational goals for the second tranche of performance units had been satisfied, which resulted in 12,885 units being credited, subject to time based vesting above.
F2On December 31, 2015, the reporting person was granted a target number of 75,678 shares of performance units in four tranches subject to satisfaction of share price targets over the next four years. The vesting of performance units in the second, third and fourth tranches is also subject to the satisfaction of certain operational goals, as determined by the Compensation Committee. All performance units are subject to time based vesting and require service through January 1, 2020 or an earlier change in control.Once vested, one-third of the resulting shares have no sales restrictions and are sellable on January 1, 2020, one-third of the shares have sales restrictions until January 1, 2021 and one-third of the shares have sales restrictions until January 1, 2022.On October 25, 2018,the Compensation Committee determined one of the operational goals for the third tranche of performance units had been satisfied, which resulted in 15,075 units being credited, subject to time based vesting.
F3On October 25, 2018, the reporting person was granted a target number of 9,600 performance units and can earn up to a maximum of 48,000 performance units subject to satisfaction of share price targets ranging from $140 to $172 over the performance periods from October 25, 2018 to December 31, 2023, as determined by the Compensation Committee of the Company. All performance units are subject to time based vesting and require service through January 1, 2024 or an earlier change in control. Once vested, performance units convert into shares of common stock on a 1-for-1 basis and one-third of the resulting shares have no sales restrictions and are sellable on January 1, 2024, one-third of the shares have sales restrictions until January 1, 2025 and one-third of the shares have sales restrictions until January 1, 2026.