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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * MCBURNIE DOUGLAS M   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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 79 GREAT OAKS BLVD 3. Date of Earliest Transaction (Month/Day/Year) 02/19/2014 (Street) SAN JOSE, CA 95119 4. If Amendment, Date 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 (City) (State) (Zip) 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 02/19/2014   M   20,000 A $ 16.2 (1) 27,520 D   Common Stock 02/19/2014   S   20,000 D $ 34.5475 (2) 7,520 D   Common Stock 02/19/2014   M   15,000 A $ 22.01 (1) 22,520 D   Common Stock 02/19/2014   S   15,000 D $ 34.5475 (2) 7,520 D   Common Stock 02/19/2014   M   25,000 A $ 19.29 (1) 32,520 D   Common Stock 02/19/2014   S   25,000 D $ 34.5475 (2) 7,520 D   Common Stock 02/19/2014   M   705 A $ 22.01 8,225 D   Common Stock 02/19/2014   S   705 D $ 34.5475 (2) 7,520 D   Common Stock 02/19/2014   M   941 A $ 16.2 8,461 D   Common Stock 02/19/2014   S   941 D $ 34.5475 (2) 7,520 D   Common Stock 02/19/2014   M   1,176 A $ 19.29 8,696 D   Common Stock 02/19/2014   S   1,176 D $ 34.5475 (2) 7,520 D   Common Stock 02/19/2014   M   1,176 A $ 12.28 8,696 D   Common Stock 02/19/2014   S   1,176 D $ 34.5475 (2) 7,520 D   Common Stock 02/19/2014   S   4,027 D $ 34.5254 (3) 3,493 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

Non-Qualified Stock Option (right to buy)

$ 12.28

02/19/2014

M

1,176

12/28/2012

02/18/2016

Common Stock

1,176

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 16.2

02/19/2014

M

941

12/28/2012

05/24/2014

Common Stock

941

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 16.97 (1)

02/19/2014

M

20,000

05/24/2008

05/24/2014

Common Stock

20,000

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 19.29

02/19/2014

M

1,176

12/28/2012

02/09/2017

Common Stock

1,176

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 20.2 (1)

02/19/2014

M

25,000

02/02/2011

02/09/2017

Common Stock

25,000

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 22.01

02/19/2014

M

705

12/28/2012

05/22/2015

Common Stock

705

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 23.05 (1)

02/19/2014

M

15,000

05/22/2009

05/22/2015

Common Stock

15,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCBURNIE DOUGLAS M 79 GREAT OAKS BLVD SAN JOSE, CA 95119	X

Signatures

By: Saria Tseng For: Douglas McBurnie		02/20/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On December 11, 2012, the Company's Board declared a special cash dividend of $1.00 per common share, which was paid on December 28, 2012 to all shareholders of record as of the close of business on December 21, 2012. The Board approved a modification whereby each outstanding option as of December 28, 2012 was increased by a ratio of 1.0471 with a corresponding reduction in the exercise price.
(2)	The price is the weighted average sale price for the transactions reported on this line. The prices for the transactions reported on this line range from $34.30 to $34.97. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(3)	The price is the weighted average sale price for the transactions reported on this line. The prices for the transactions reported on this line range from $34.51 to $34.535. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

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