MICROCHIP TECHNOLOGY INC — Director's Dealing 2011

Feb 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2011-02-01

Reporting Person: DREHOBL STEPHEN V (VP, Security, MCU & Tech Div.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-01	Common Stock	M	3200	$37.19	Acquired	12370	Direct
2011-02-01	Common Stock	F	981	$37.19	Disposed	11389	Direct
2011-02-01	Common Stock	M	863	$37.19	Acquired	12252	Direct
2011-02-01	Common Stock	F	265	$37.19	Disposed	11987	Direct
2011-02-01	Common Stock	M	2000	$27.05	Acquired	13987	Direct
2011-02-01	Common Stock	M	10000	$26.25	Acquired	23987	Direct
2011-02-01	Common Stock	M	4000	$27.05	Acquired	27987	Direct
2011-02-01	Common Stock	S	16000	$37.234	Disposed	11987	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-01	Restricted Stock Units	$37.19	M	3200	Disposed		Common Stock (12800)	Direct
2011-02-01	Restricted Stock Units	$37.19	M	863	Disposed		Common Stock (6900)	Direct
2011-02-01	Common Stock Option (Right to Buy)	$27.05	M	2000	Disposed	2014-04-01	Common Stock (2000)	Direct
2011-02-01	Common Stock Option (Right to Buy)	$26.25	M	10000	Disposed	2014-07-21	Common Stock (10000)	Direct
2011-02-01	Common Stock Option (Right to Buy)	$27.05	M	4000	Disposed	2014-04-01	Common Stock (28000)	Direct

Footnotes

F1: The restricted stock units vest in four equal quarterly installments beginning May 1, 2010. 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.