MICROCHIP TECHNOLOGY INC — Director's Dealing 2013

Nov 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2013-11-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-15	Common Stock	M	27937	$27.05	Acquired	5101789	Indirect
2013-11-15	Common Stock	S	27937	$43.45	Disposed	5073852	Indirect
2013-11-15	Common Stock	M	28570	$43.61	Acquired	5102422	Indirect
2013-11-15	Common Stock	M	718	$43.61	Acquired	5103140	Indirect
2013-11-15	Common Stock	M	3500	$43.61	Acquired	5106640	Indirect
2013-11-18	Common Stock	M	10000	$27.05	Acquired	5116640	Indirect
2013-11-18	Common Stock	S	10000	$43.26	Disposed	5106640	Indirect
2013-11-18	Common Stock	S	32788	$43.43	Disposed	5073852	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-15	Common Stock Option (Right to Buy)	$27.05	M	27937	Disposed	2014-04-01	Common Stock (145000)	Direct
2013-11-15	Restricted Stock Units	$43.61	M	28570	Disposed		Common Stock (28570)	Direct
2013-11-15	Restriicted Stock Units	$43.61	M	718	Disposed		Common Stock (718)	Direct
2013-11-15	Restricted Stock Units	$43.61	M	3500	Disposed		Common Stock (14000)	Direct
2013-11-18	Common Stock Option (Right to Buy)	$27.05	M	10000	Disposed	2014-04-01	Common Stock (10000)	Direct

Footnotes

F1: Of the 5,101,789 shares held, 2,064,853 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership..

F2: Of the 5,,073,852 shares held, 2,036,916 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F3: Of the 5,,102,422 shares held, 2,065,486 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F4: Of the 5,103,140 shares held, 2,066,204 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F5: Of the 5,106,640 shares held, 2,069,704 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F6: Of the 5,116,640 shares held, 2,079,704 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F7: Of the 5,106,640 shares held, 2,069,704 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F8: Of the 5,,095,391 shares held, 2,058,455 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F9: The restricted stock units will vest in full on November 15, 2013 as long as the individual remains a service provider through the vesting date and the Company achieves performance targets for operating profit in the quarter ended December 31, 2009. Vested shares will be delivered to the reporting person upon vest.

F10: Each performance unit represents a contingent right to receive one share of MCHP common stock. The performance units vest in full upon MCHP achieving quarterly non-GAAP earnings per share of $0.63 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

F11: The restricted stock units will vest in four equal quarterly installments beginning May 15, 2013, as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting
person upon vest.