MICROCHIP TECHNOLOGY INC — Director's Dealing 2011

Feb 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2011-02-15

Reporting Person: SANGHI STEVE (Director, President, CEO, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Common Stock	M	2778	$37.88	Acquired	4668123	Indirect
2011-02-15	Common Stock	M	8925	$37.88	Acquired	4677048	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Restricted Stock Units	$37.88	M	2778	Disposed		Common Stock (22226)	Direct
2011-02-15	Restricted Stock Units	$37.88	M	8925	Disposed		Common Stock (8925)	Direct

Footnotes

F1: Of the 4,668,123 shares held, 45,554 shares were held Directly; 4,622,569 shares were held by Trust.

F2: Of the 4,677,048 shares held, 45,554 shares were held Directly; 4,631,494 shares were held by Trust.

F3: The restricted stock units will vest in eight equal quarterly installments beginning February 15, 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.

F4: The restricted stock units will vest in full on February 15, 2014 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.