MICROCHIP TECHNOLOGY INC — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2012-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	11932	$37.56	Acquired	81769	Indirect
2012-02-01	Common Stock	F	3682	$37.56	Disposed	78087	Indirect
2012-02-01	Common Stock	M	3000	$37.56	Acquired	81087	Indirect
2012-02-01	Common Stock	F	902	$37.56	Disposed	80185	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Restricted Stock Units	$37.56	M	11932	Disposed		Common Stock (11932)	Direct
2012-02-01	Restricted Stock Units	$37.56	M	3000	Disposed		Common Stock (3000)	Direct

Footnotes

F1: Of the 81,769 shares held, 12,186 shares were held Directly; 69,583 shares were held by Trust.

F2: Of the 78,087 shares held, 12,186 shares were held Directly; 65,901 shares were held by Trust.

F3: Of the 81,087 shares held, 12,186 shares were held Directly; 68,901 shares were held by Trust.

F4: Of the 80,185 shares held, 12,186 shares were held Directly; 67,999 shares were held by Trust.

F5: The restricted stock units will vest in full on the first business day of the month of the fourth anniversary of the date of grant . Vested shares will be delivered to the reporting person upon vest.

F6: The restricted stock units will vest in full on February 1, 2012. Vested shares will be delivered to the reporting person upon vest.