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: SIMONCIC RICHARD J (VP, Analog and Intrfc Prod Div)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock	M	1375	$26.51	Acquired	79280	Indirect
2010-02-01	Conmmon Stock	F	534	$26.51	Disposed	78746	Indirect
2010-02-01	Common Stock	M	46	$26.51	Acquired	78792	Indirect
2010-02-01	Common Stock	F	18	$26.51	Disposed	78774	Indirect
2010-02-01	Common Stock	M	575	$26.51	Acquired	79349	Indirect
2010-02-01	Common Stock	F	223	$26.51	Disposed	79126	Indirect
2010-02-01	Common Stock	M	500	$26.51	Acquired	79626	Indirect
2010-02-01	Common Stock	F	194	$26.51	Disposed	79432	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Restricted Stock Units	$26.51	M	1375	Disposed		Common Stock (11000)	Direct
2010-02-01	Restricted Stock Units	$26.51	M	46	Disposed		Common Stock (91)	Direct
2010-02-01	Restricted Stock Units	$26.51	M	575	Disposed		Common Stock (4600)	Direct
2010-02-01	Restricted Stock Units	$26.51	M	500	Disposed		Common Stock (500)	Direct

Footnotes

F1: Of the 79,280 shares held, 7,500 shares were held Directly; 71,555 shares were held by Trust; and 225 shares were held by Reporting Person's wife and mother-in-law.

F2: Of the 78,746 shares held, 6,966 shares were held Directly; 71,555 shares were held by Trust; and 225 shares were held by Reporting Person's wife and mother-in-law.

F3: Of the 78,792 shares held, 7,012 shares were held Directly; 71,555 shares were held by Trust; and 225 shares were held by Reporting Person's wife and mother-in-law.

F4: Of the 78,774 shares held, 6,994 shares were held Directly; 71,555 shares were held by Trust; and 225 shares were held by Reporting Person's wife and mother-in-law.

F5: Of the 79,349 shares held, 7,569 shares were held Directly; 71,555 shares were held by Trust; and 225 shares were held by Reporting Person's wife and mother-in-law.

F6: Of the 79,126 shares held, 7,346 shares were held Directly; 71,555 shares were held by Trust; and 225 shares were held by Reporting Person's wife and mother-in-law.

F7: Of the 79,626 shares held, 7,846 shares were held Directly; 71,555 shares were held by Trust; and 225 shares were held by Reporting Person's wife and mother-in-law.

F8: Of the 79,432 shares held, 7,652 shares were held Directly; 71,555 shares were held by Trust; and 225 shares were held by Reporting Person's wife and mother-in-law.

F9: 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.

F10: The restricted stock units will vest in 45 shares on November 1, 2009 and 46 shares 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.

F11: 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.

F12: 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.