MICROCHIP TECHNOLOGY INC — Director's Dealing 2011

Sep 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2011-09-01

Reporting Person: LAMBERT DAVID S (VP, Fab Operations)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-01	Restricted Stock Units	$	A	821	Acquired		Common Stock (821)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	179207	Indirect

Footnotes

F1: Of the 179,207 shares held, 8,683 shares were held Directly; 167,735 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter.

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 two equal quarterly installment beginning November 15, 2012 as long as the individual remains a service provider through the vesting date and the Company achieves performance targets for operating expense in the quarter ended December 31, 2011. Vested shares will be delivered to the reporting person upon vest.