MICROCHIP TECHNOLOGY INC — Director's Dealing 2010

Feb 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2010-02-01

Reporting Person: SANGHI STEVE (Director, President, CEO, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock	M	7250	$26.51	Acquired	4349938	Indirect
2010-02-01	Common Stock	M	107	$26.51	Acquired	4350045	Indirect
2010-02-01	Common Stock	M	2775	$26.51	Acquired	4352820	Indirect
2010-02-01	Common Stock	M	6550	$26.51	Acquired	4359370	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Restricted Stock Units	$26.51	M	7250	Disposed		Common Stock (58000)	Direct
2010-02-01	Restricted Stock Units	$26.51	M	107	Disposed		Common Stock (214)	Direct
2010-02-01	Restricted Stock Units	$26.51	M	2775	Disposed		Common Stock (22200)	Direct
2010-02-01	Restricted Stock Units	$26.51	M	6550	Disposed		Common Stock (6550)	Direct

Footnotes

F1: Of the 4,349,938 shares held, 45,554 shares were held Directly; 4,304,384 shares were held by Trust.

F2: Of the 4,350,045 shares held, 45,554 shares were held Directly; 4,304,491 shares were held by Trust.

F3: Of the 4,352,820 shares held, 45,554 shares were held Directly; 4,307,266 shares were held by Trust.

F4: Of the 4,359,370 shares held, 45,554 shares were held Directly; 4,313,816 shares were held by Trust.

F5: The restricted stock units vest in eight equal quarterly installments beginning May 1, 2008. Vested shares will be delivered to the reporting person upon vest.

F6: The restricted stock units will vest 50% on November 1, 2009 and 50% on February 1, 2010 as long as the individual remains a service provider through the vesting date and the Company achieves performance targets for operating income in the six month period ending September 30, 2008.

F7: 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.

F8: The restricted stock units will vest in full on 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 ended June 30, 2009. Vested shares will be delivered to the reporting person upon vest.