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MICROCHIP TECHNOLOGY INC Director's Dealing 2010

May 4, 2010

30107_dirs_2010-05-04_f8ab112c-9326-453b-a55f-0c7baced0856.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2010-05-01

Reporting Person: LAMBERT DAVID S (VP, Fab Operations)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-05-03 Common Stock M 487 $29.67 Acquired 165288 Indirect
2010-05-03 Common Stock F 154 $29.67 Disposed 165134 Indirect
2010-05-01 Common Stock M 2800 $29.67 Acquired 167934 Indirect
2010-05-01 Common Stock F 883 $29.67 Disposed 167051 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-05-03 Restricted Stock Units $29.67 M 487 Acquired Common Stock (3900) Direct
2010-05-01 Restricted Stock Units $29.67 M 2800 Acquired Common Stock (11200) Direct

Footnotes

F1: Of the 165,288 shares held, 6,920 shares were held Directly; 156,543 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter.

F2: Of the 165,134 shares held, 6,766 shares were held Directly; 156,543 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter.

F3: Of the 167,934 shares held, 9,566 shares were held Directly; 156,543 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter.

F4: Of the 167,051 shares held, 8.683 shares were held Directly; 156,543 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter.

F5: The restricted stock units vest in eight equal quarterly installments beginning February 1, 2010, as long as the individual remains a service provider through the vesting date and the Company achieves performance targets for operating profit in the quarter ending June 30, 2009. Vested shares will be delivered to the reporting person upon vest.

F6: The restricted stock units vest in four equal quarterly installments beginning May 1, 2010. Vested shares will be delivered to the reporting person upon vest.