MICROCHIP TECHNOLOGY INC — Director's Dealing 2012

Feb 22, 2012

SEC Form 4/A — Form 4/A

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2012-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-15	Common Stock	M	2778	$36.70	Acquired	4765362	Indirect
2012-02-16	Common Stock	M	47562	$21.00	Acquired	4812924	Indirect
2012-02-16	Common Stock	M	50000	$24.04	Acquired	4862924	Indirect
2012-02-16	Common Stock	S	47562	$37.1367	Disposed	4815362	Indirect
2012-02-16	Common Stock	S	50000	$37.22	Disposed	4765362	Indirect
2012-02-17	Common Stock	M	50000	$24.04	Acquired	4815362	Indirect
2012-02-17	Common Stock	S	50000	$37.1661	Disposed	4765362	Indirect
2012-02-17	Common Stock	G	2874179	—	Disposed	4765362	Indirect
2012-02-17	Common Stock	G	50000	—	Disposed	4765362	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-15	Restricted Stock Units	$36.70	M	2778	Disposed		Common Stock (22226)	Direct
2012-02-16	Common Stock Option (Right to Buy)	$21.00	M	47652	Disposed	2012-08-01	CommonStock (47652)	Direct
2012-02-16	Common Stock Option (Right to Buy)	$24.04	M	50000	Disposed	2012-10-25	Common Stock (303750)	Direct
2012-02-17	Common Stock Option (Right to Buy)	$24.04	M	50000	Disposed	2012-10-25	Common Stock (303750)	Direct

Footnotes

F1: This Amended Form 4 is filed to accurately report the number of shares held indirectly in each of the footnotes attached to Columns 5 and 7 of Table I. All subsequent reports filed after this date are deemed to include the modification herein.

F2: Of the 4,765,362 shares held, 14,604 shares were held Directly; 4,638,001 shares were held by the Sanghi Trust; 7,250 shares were held by the Sanghi LLC, a limited liability company (the "Sanghi LLC) and 105,507 shares were held by the Sanghi Limited Partnership.

F3: Of the 4,812,924 shares held, 14,604 shares were held Directly; 4,685,563 shares were held by the Sanghi Trust; 7,250 shares were held by the Sanghi LLC, and 105,507 shares were held by the Sanghi Limited Partnership.

F4: Of the 4,862,924 shares held, 14,604 shares were held Directly; 4,735,563 shares were held by the Sanghi Trust; 7,250 shares were held by the Sanghi LLC, and 105,507 shares were held by the Sanghi Limited Partnership.

F5: Of the 4,815,362 shares held, 14,604 shares were held Directly; 4,688,001 shares were held by the Sanghi Trust; 7,250 shares were held by the Sanghi LLC, and 105,507 shares were held by the Sanghi Limited Partnership.

F6: The Sanghi Trust transferred these shares without the payment of consideration to the Sanghi Family Limited Partnership, a limited partnership of which the Sanghi LLC is a 6.37% limited partner and the Sanghi Trust is a 93.13% limited partner, and the Sanghi LLC is the sole general partner.

F7: Of the 4,765,362 shares held, 14,604 shares were held Directly; 1,763,822 shares were held by the Sanghi Trust; 7,250 shares were held by the Sanghi LLC, and 2,979,686 shares were held by the Sanghi Limited Partnership.

F8: The Sanghi Trust transferred these shares without the payment of consideration to the Sanghi LLC, of which the Sanghi Trust is the sole member. The Reporting person and his wife are the sole trustees of the Family Trust.

F9: Of the 4,765,362 shares held, 14,604 shares were held Directly; 1,713,822 shares were held by the Sanghi Trust; 57,250 shares were held by the Sanghi LLC, and 2,979,686 shares were held by the Sanghi Limited Partnership.

F10: 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.