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: MOORTHY GANESH (Exec. VP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-01	Common Stock	M	2000	$26.51	Acquired	34057	Indirect
2010-02-01	Common Stock	F	776	$26.51	Disposed	33281	Indirect
2010-02-01	Common Stock	M	152	$26.51	Acquired	33433	Indirect
2010-02-01	Common Stock	F	59	$26.51	Disposed	33374	Indirect
2010-02-01	Common Stock	M	1500	$26.51	Acquired	34874	Indirect
2010-02-01	Common Stock	F	560	$26.51	Disposed	34314	Indirect
2010-02-01	Common Stock	M	850	$26.51	Acquired	35164	Indirect
2010-02-01	Common Stock	F	277	$26.51	Disposed	34887	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-01	Restricted Stock Units	$26.51	M	2000	Disposed		Common Stock (16000)	Direct
2010-02-01	Restricted Stock Units	$26.51	M	152	Disposed		Common Stock (303)	Direct
2010-02-01	Restricted Stock Units	$26.51	M	1500	Disposed		Common Stock (12000)	Direct
2010-02-01	Restricted Stock Units	$26.51	M	850	Disposed		Common Stock (850)	Direct

Footnotes

F1: Of the 34,057 shares held, 7,480 shares were held Directly; 26,577 shares were held by Trust.

F2: Of the 33,281 shares held, 6,704 shares were held Directly; 26,577 shares were held by Trust.

F3: Of the 33,433 shares held, 6,856 shares were held Directly; 26,577 shares were held by Trust.

F4: Of the 33,374 shares held, 6,797 shares were held Directly; 26,577 shares were held by Trust.

F5: Of the 34,874 shares held, 8,297 shares were held Directly; 26,577 shares were held by Trust.

F6: Of the 34,314 shares held, 7,737 shares were held Directly; 26,577 shares were held by Trust.

F7: Of the 35,164 shares held, 8,587 shares were held Directly; 26,577 shares were held by Trust.

F8: Of the 34,887 shares held, 8,310 shares were held Directly; 26,577 shares were held by Trust.

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 151 shares on November 1, 2009 and 152 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.