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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	37966	$37.56	Acquired	4762585	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Restricted Stock Units	$37.56	M	37966	Disposed		Common Stock (37966)	Direct

Footnotes

F1: Of the 4,762,585 shares held, 45,554 shares were held Directly; 4,717,031 shares were held by Trust.

F2: 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.