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: 2011-01-31

Reporting Person: MOORTHY GANESH (Exec. VP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-31	Common Stock	M	4700	$23.70	Acquired	52833	Indirect
2011-01-31	Common Stock	S	4700	$37.00	Disposed	48133	Indirect
2011-02-01	Common Stock	M	8300	$23.70	Acquired	56433	Indirect
2011-02-01	Common Stock	S	8300	$37.019	Disposed	48133	Indirect
2011-02-01	Common Stock	M	4250	$37.19	Acquired	52383	Indirect
2011-02-01	Common Stock	F	1278	$37.19	Disposed	51105	Indirect
2011-02-01	Common Stock	M	2000	$37.19	Acquired	53105	Indirect
2011-02-01	Common Stock	F	601	$37.19	Disposed	52504	Indirect
2011-02-01	Common Stock	M	1500	$37.19	Acquired	54004	Indirect
2011-02-01	Common Stock	F	451	$37.19	Disposed	53553	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-31	Common Stock Option (Right to Buy)	$23.70	M	4700	Disposed	2011-12-03	Common Stock (72000)	Direct
2011-02-01	Common Stock Option (Right to Buy)	$23.70	M	8300	Disposed	2011-12-03	Common Stock (72000)	Direct
2011-02-01	Restricted Stock Units	$37.19	M	4250	Disposed		Common Stock (17000)	Direct
2011-02-01	Restricted Stock Units	$37.19	M	2000	Disposed		Common Stock (2000)	Direct
2011-02-01	Restricted Stock Units	$37.19	M	1500	Disposed		Common Stock (12000)	Direct

Footnotes

F1: Of the 52,833 shares held, 12,186 shares were held Directly; 40,647 shares were held by Trust.

F2: Of the 48,133 shares held, 12,186 shares were held Directly; 35,947 shares were held by Trust.

F3: Of the 56,433 shares held, 12,186 shares were held Directly; 44,247 shares were held by Trust.

F4: Of the 52,383 shares held, 12,186 shares were held Directly; 40,197 shares were held by Trust.

F5: Of the 51,105 shares held, 12,186 shares were held Directly; 38,919 shares were held by Trust.

F6: Of the 53,105 shares held, 12,186 shares were held Directly; 40,919 shares were held by Trust.

F7: Of the 52,504 shares held, 12,186 shares were held Directly; 40,318 shares were held by Trust.

F8: Of the 54,004 shares held, 12,186 shares were held Directly; 41,818 shares were held by Trust.

F9: Of the 53,553 shares held, 12,186 shares were held Directly; 41,367 shares were held by Trust.

F10: 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.

F11: The restricted stock units will vest in full on February 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.

F12: 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.