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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-01	Common Stock	M	17500	$40.63	Acquired	4695457	Indirect
2011-05-02	Common Stock	M	2775	$40.63	Acquired	4698232	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-01	Restricted Stock Units	$40.63	M	17500	Disposed		Common Stock (17500)	Direct
2011-05-02	Restricted Stock Units	$40.63	M	2775	Disposed		Common Stock (22200)	Direct

Footnotes

F1: Of the 4,695,457 shares held, 45,554 shares were held Directly; 4,649,903 shares were held by Trust.

F2: Of the 4,698,232 shares held, 45,554 shares were held Directly; 4,652,678 shares were held by Trust.

F3: 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.

F4: 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.