MICROCHIP TECHNOLOGY INC — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2012-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-24	Common Stock	G	0	—	Disposed	4765362	Indirect
2012-03-01	Common Stock	A	910	$23.3665	Acquired	4766272	Indirect

Footnotes

F1: While no shares were transferred, this transaction represents separate gifts of limited partnership interests in the Sanghi Family Limited Partnership (the "Sanghi FLP") to three entities. Two gifts represented a 8.23% interest each in the Sanghi FLP, and one gift represented a 0.02% interest in the Sanghi FLP. The Sanghi FLP is a limited partnership of which the Sanghi LLC (a limited liability company) is the sole general partner with 1.89% interest, the Sanghi Trust is a 81.63% limited partner, the CMW FLP Trust is a 8.23% limited partner, the JSS FLP Trust is a 8.23% limited partner, and the Sanghi Family Foundation is a 0.02% limited partner.

F2: Of the 4,765,362 shares held, 14,604 shares were held Direclty; 1,713,822 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi FLP.

F3: Shares were acquired under the Microchip Technology Incorporated 2001 Employee Stock Purchase Plan on March 1, 2012, in an exempt transaction pursuant to Rule 16(b)-3(d), paid for by contributions made during the six month period ended February 29, 2012.

F4: Of the 4,766,272 shares held, 14,604 shares were held Direclty; 1,714,732 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi FLP.