MICROCHIP TECHNOLOGY INC — Director's Dealing 2014

Feb 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2014-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-13	Common Stock	M	145000	$26.25	Acquired	5174672	Indirect
2014-02-13	Common Stock	S	50000	$45.49	Disposed	5124672	Indirect
2014-02-13	Common Stock	S	50000	$45.61	Disposed	5074672	Indirect
2014-02-13	Common Stock	S	45000	$45.73	Disposed	5029672	Indirect
2014-02-13	Common Stock	G	9418	$45.81	Disposed	5020254	Indirect
2014-02-14	Common Stock	S	58541	$45.84	Disposed	4961713	Indirect
2014-02-18	Common Stock	M	24712	$45.50	Acquired	4986425	Indirect
2014-02-18	Common Stock	M	3500	$45.50	Acquired	499925	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-18	Restricted Stock Units	$45.50	M	24712	Disposed		Common Stock (24712)	Direct
2014-02-18	Restricted Stock Units	$45.50	M	3500	Disposed		Common Stock (14000)	Direct

Footnotes

F1: Of the 5,174,672 shares held, 2,137,736 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F2: Of the 5,124,672 shares held, 2,087,736 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F3: Of the 5,074,672 shares held, 2,037,736 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F4: Of the 5,029,672 shares held, 1,992,736 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F5: Of the 5,020,254 shares held, 1,983,318 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F6: Of the 4,961,713 shares held, 1,924,777 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F7: Of the 4,986,425 shares held, 1,949,489 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi Family Limited Partnership.

F8: Of the 4,989,925 shares held, 1,952,989 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 February 15, 2014 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

F10: 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.