Edgar Filing: CHANG KUO WEI HERBERT

Ownership Submission

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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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CHANG KUO WEI HERBERT

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)

(Last)

(First)

(Middle)

C/O MONOLITHIC POWER SYSTEMS INC, 983 UNIVERSITY AVENUE BLDG A

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2005

(Street)

LOS GATOS, CA 95032-7637

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)
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	08/25/2005		S		20,000	D	$ 6.9258 ⁽¹⁾	10,386	I ⁽²⁾	By C Squared Investment Corp. ⁽³⁾
Common Stock	08/26/2005		S		10,386	D	$ 7.0519 ⁽¹⁾	0	I ⁽²⁾	By C Squared Investment Corp. ⁽³⁾
Common stock								130,955	I ⁽²⁾	By Forefront Venture Partners, L.P. ⁽⁴⁾
Common stock								677,671	I ⁽²⁾	By InveStar Burgeon Venture Capital, Inc. ⁽⁵⁾
Common stock								130,955	I ⁽²⁾	By InveStar Dayspring Venture Capital, Inc. ⁽⁵⁾
Common stock								864,489	I ⁽²⁾	By InveStar Semiconductor Development Fund, Inc (II) LDC ⁽⁵⁾
Common stock								313,193	I ⁽²⁾	By InveStar Excelsus Venture Capital (International) Inc., LDC ⁽⁵⁾
Common stock								1,974,690	I ⁽²⁾	By InveStar Semiconductor Development Fund, Inc. ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CHANG KUO WEI HERBERT C/O MONOLITHIC POWER SYSTEMS INC 983 UNIVERSITY AVENUE BLDG A LOS GATOS, CA 95032-7637	X	X

Signatures

Chang Kuo Wei (Herbert)		08/26/2005
^**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)	Average selling price
(2)	Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any.
(3)	Reporting person is the Chief Executive office of C Squared Management Corporation, which is the management company of C Squared investment Corporation.
(4)	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.
(5)	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.

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