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: LAMBERT DAVID S (VP, Fab Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock	M	1400	$26.51	Acquired	167556	Indirect
2010-02-01	Common Stock	F	529	$26.51	Disposed	167027	Indirect
2010-02-01	Common Stock	M	51	$26.51	Acquired	167078	Indirect
2010-02-01	Common Stock	F	20	$26.51	Disposed	167058	Indirect
2010-02-01	Common Stock	M	487	$26.51	Acquired	167545	Indirect
2010-02-01	Common Stock	F	184	$26.51	Disposed	167361	Indirect
2010-02-01	Common Stock	M	650	$26.51	Acquired	168011	Indirect
2010-02-01	Common Stock	F	246	$26.51	Disposed	167765	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Restricted Stock Units	$26.51	M	1400	Disposed		Common Stock (11200)	Direct
2010-02-01	Restricted Stock Units	$26.51	M	51	Disposed		Common Stock (102)	Direct
2010-02-01	Restricted Stock Units	$26.51	M	487	Disposed		Common Stock (3900)	Direct
2010-02-01	Restricted Stock Units	$26.51	M	650	Disposed		Common Stock (650)	Direct

Footnotes

F1: Of the 167,556 shares held, 6,224 shares were held Directly; 158,543 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughter.

F2: Of the 167,027 shares held, 5,695 shares were held Directly; 158,543 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughter.

F3: Of the 167,078 shares held, 5,746 shares were held Directly; 158,543 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughter.

F4: Of the 167,058 shares held, 5,726 shares were held Directly; 158,543 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughter.

F5: Of the 167,545 shares held, 6,213 shares were held Directly; 158,543 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughter.

F6: Of the 167,361 shares held, 6,029 shares were held Directly; 158,543 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughter.

F7: Of the 168,011 shares held, 6,679 shares were held Directly; 158,543 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughter.

F8: Of the 167,765 shares held, 6,443 shares were held Directly; 158,543 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughter.

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 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.

F11: The restricted stock units vest in four equal quarterly installments of 487 shares beginning February 1, 2010 and four equal quarterly installments of 488 shares beginning February 1, 2011, 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.