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: LITTLE MITCHELL R (VP, WW Sales and Appns.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-01	Common Stock	M	4000	$40.63	Acquired	12838	Direct
2011-05-01	Common Stock	F	1262	$40.63	Disposed	11576	Direct
2011-05-02	Common Stock	M	775	$40.63	Acquired	12351	Direct
2011-05-02	Common Stock	F	245	$40.63	Disposed	12106	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-01	Restricted Stock Units	$40.63	M	4000	Disposed		Common Stock (4000)	Direct
2011-05-02	Restricted Stock Units	$40.63	M	775	Disposed		Common Stock (6200)	Direct

Footnotes

F1: 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.

F2: 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.