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: LAMBERT DAVID S (VP, Fab Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	6508	$37.56	Acquired	188160	Indirect
2012-02-01	Common Stock	F	2055	$37.56	Disposed	186105	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Restricted Stock Units	$37.56	M	6508	Disposed		Common Stock (6508)	Direct

Footnotes

F1: Of the 188,160 shares held, 8,683 shares were held Directly; 176,688 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter..

F2: Of the 186,105 shares held, 8,683 shares were held Directly; 174,633 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter..

F3: 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.