MICROCHIP TECHNOLOGY INC — Director's Dealing 2011

May 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2011-05-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-01	Common Stock	M	5500	$40.63	Acquired	60684	Indirect
2011-05-01	Common Stock	F	1653	$40.63	Disposed	59031	Indirect
2011-05-02	Common Stock	M	1500	$40.63	Acquired	60531	Indirect
2011-05-02	Common Stock	F	522	$40.63	Disposed	60009	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-01	Restricted Stock Units	$40.63	M	5500	Disposed		Common Stock (5500)	Direct
2011-05-02	Restricted Stock Units	$40.63	M	1500	Disposed		Common Stock (12000)	Direct

Footnotes

F1: Of the 60,684 shares held, 12,186 shares were held Directly; 48,498 shares were held by Trust.

F2: Of the 59,031 shares held, 12,186 shares were held Directly; 46,845 shares were held by Trust.

F3: Of the 60,531 shares held, 12,186 shares were held Directly; 48,345 shares were held by Trust.

F4: Of the 60,009 shares held, 12,186 shares were held Directly; 47,823 shares were held by Trust.

F5: The restricted stock units will vest in full on May 1, 2011 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

F6: 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. Vested shares will be delivered to the reporting person upon vest.