MICROCHIP TECHNOLOGY INC — Director's Dealing 2012

May 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2012-05-01

Reporting Person: LAMBERT DAVID S (VP, Fab Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	Common Stock	M	3434	$35.23	Acquired	190579	Indirect
2012-05-01	Common Stock	F	1032	$35.23	Disposed	189547	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	Restricted Stock Units	$35.23	M	3434	Disposed		Common Stock (3434)	Direct

Footnotes

F1: Of the 190,579 shares held, 8,683 shares were held Directly; 179,107 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughters.

F2: Of the 189,547 shares held, 8,683 shares were held Directly; 178,075 shares were held by Trust; 1,339 shares were held by Reporting Person's sons; and 1,450 shares were held by Reporting Person's daughters.

F3: The restricted stock units will vest in full on the fourth anniversary of the first business day of the month following the date of grant as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.