MICROCHIP TECHNOLOGY INC — Director's Dealing 2010

May 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2010-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-03	Common Stock	M	1500	$29.67	Acquired	37584	Indirect
2010-05-03	Common Stock	F	489	$29.67	Disposed	37095	Indirect
2010-05-01	Common Stock	M	4250	$29.67	Acquired	41345	Indirect
2010-05-01	Common Stock	F	1385	$29.67	Disposed	39960	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-03	Restricted Stock Units	$29.67	M	1500	Disposed		Common Stock (12000)	Direct
2010-05-01	Restricted Stock Units	$29.67	M	4250	Disposed		Common Stock (17000)	Direct

Footnotes

F1: Of the 37,584 shares held, 9,810 shares were held Directly; 27,774 shares were held by Trust.

F2: Of the 37,095 shares held, 9,321 shares were held Directly; 27,774 shares were held by Trust.

F3: Of the 41,345 shares held, 13,571 shares were held Directly; 27,774 shares were held by Trust.

F4: Of the 39,960 shares held, 12,186 shares were held Directly; 27,774 shares were held by Trust.

F5: 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.

F6: The restricted stock units vest in four equal quarterly installments beginning May 1, 2010. Vested shares will be delivered to the reporting person upon vest.