MICROCHIP TECHNOLOGY INC — Director's Dealing 2010

Jan 6, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2010-01-04

Reporting Person: MOORTHY GANESH (Exec. VP & COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-04	Restricted Stock Units	$	A	9885	Acquired		Common Stock (9885)	Direct
2010-01-04	Restricted Stock Units	$	A	8255	Acquired		Common Stock (8255)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32057	Indirect

Footnotes

F1: Of the 32,057 shares held, 5,480 shares were held Directly; 26,577 shares were held by Trust.

F2: Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.

F3: The restricted stock units will vest in full on February 15, 2014 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 March 31, 2010. Vested shares will be delivered to the reporting person upon vest.

F4: The restricted stock units will vest in eight equal quarterly installments beginning February 15, 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 ended March 31, 2010. Vested shares will be delivered to the reporting person upon vest.