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: LITTLE MITCHELL R (VP, WW Sales and Appns.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-15	Common Stock	M	6530	$43.61	Acquired	13280	Direct
2013-11-15	Common Stock	F	3073	$43.61	Disposed	10207	Direct
2013-11-15	Common Stock	M	330	$43.61	Acquired	537	Direct
2013-11-15	Common Stock	F	156	$43.61	Disposed	10381	Direct
2013-11-18	Common Stock	S	1249	$43.01	Disposed	9132	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-15	Restricted Stock Units	$43.61	M	6530	Disposed		Common Stock (6530)	Direct
2013-11-15	Restricted Stock Units	$43.61	M	330	Disposed		Common Stock (330)	Direct

Footnotes

F1: 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.

F2: 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.