MICROCHIP TECHNOLOGY INC — Director's Dealing 2012

May 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2012-05-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Common Stock	M	2778	$31.34	Acquired	4972829	Indirect
2012-05-15	Common Stock	M	3500	$31.34	Disposed	4976329	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-15	Restricted Stock Units	$31.34	M	2778	Disposed		Common Stock (22226)	Direct
2012-05-15	Restricted Stock Units	$31.34	M	3500	Disposed		Common Stock (14000)	Direct

Footnotes

F1: Of the 4,972,829 shares held, 1,935,893 shares were held by The Sanghi Family Trust; and 3,036,936 shares were held by the Sanghi Famly Limited Partnership.

F2: Of the 4,976,329 shares held, 1,939,393 shares were held by The Sanghi Family Trust; and 3,036,936 shares were held by the Sanghi Famly Limited Partnership.

F3: The restricted stock units will vest in eight equal quarterly installments beginning February 15, 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 will vest in four equal quarterly installments beginning May 15, 2012 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.