MICROCHIP TECHNOLOGY INC — Director's Dealing 2012

Feb 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2012-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	M	20000	$24.04	Acquired	4785362	Indirect
2012-02-21	Common Stock	S	20000	$37.1874	Disposed	4765362	Indirect
2012-02-22	Common Stock	G	57250	—	Disposed	4765362	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-21	Common Stock Option (Right to Buy)	$24.04	M	20000	Acquired	2012-10-25	Common Stock (303750)	Direct

Footnotes

F1: Of the 4,785,362 shares held, 14,604 shares were held Directly; 1,733,822 shares were held by the Sanghi Trust; 57,250 shares were held by the Sanghi LLC, a limited liability company, and 2,979,686 shares were held by the Sanghi Family Limited Partnership (the "Sanghi FLP").

F2: 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 FLP.

F3: The Sanghi LLC transferred these shares without the payment of consideration to the Sanghi FLP, a limited partnership of which the Sanghi LLC is a 1.9% limited partner and the Sanghi Trust is a 98.1% limited partner, and the Sanghi LLC is the sole general partner.

F4: Of the 4,765,362 shares held, 14,604 shares were held Directly; 1,713,822 shares were held by the Sanghi Trust, and 3,036,936 shares were held by the Sanghi FLP.