MICROCHIP TECHNOLOGY INC — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2012-07-02

Reporting Person: LAMBERT DAVID S (VP, Fab Operations)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-02	Restricted Stock Units	$	A	4281	Acquired		Common Stock (4281)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	189879	Indirect

Footnotes

F1: Of the 189,879 shares held, 8,683 shares were held Directly; 178,407 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughters.

F2: Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.

F3: The restricted stock units will vest in full on August 15, 2016 as long as the individual remains a service provider through the vesting date and the Company achieves performance targets for operating expense in the quarter ended September 30, 2012. Vested shares will be delivered to the reporting person upon vest.