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: SIMONCIC RICHARD J (VP, Analog and Intrfc Prod Div)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-01	Common Stock	M	3000	$40.63	Acquired	127350	Indirect
2011-05-01	Common Stock	F	1220	$40.63	Disposed	126130	Indirect
2011-05-02	Common Stock	M	575	$40.63	Acquired	126705	Indirect
2011-05-02	Common Stock	F	234	$40.63	Disposed	126471	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-01	Restricted Stock Units	$40.63	M	3000	Disposed		Common Stock (3000)	Direct
2011-05-02	Restricted Stock Units	$40.63	M	575	Disposed		Common Stock (4600)	Direct

Footnotes

F1: Of the 127,350 shares held, 7,652 shares were held Directly; 119,473 shares were held by Trust, and 225 shares were held by Reporting Person's wife and mother-in-law.

F2: Of the 126,130 shares held, 7,652 shares were held Directly; 118,253 shares were held by Trust; and 225 shares were held by Reporting Person's wife and mother-in-law.

F3: Of the 126,705 shares held, 7,652 shares were held Directly; 118,828 shares were held by Trust; and 225 shares were held by Reporting Person's wife and mother-in-law.

F4: Of the 126,471 shares held, 7,652 shares were held Directly; 118,594 shares were held by Trust; and 225 shares were held by Reporting Person's wife and mother-in-law.

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 vest in eight equal quarterly installments beginning 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.