MICROCHIP TECHNOLOGY INC — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2014-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-02	Common Stock	J	607387	$44.17	Disposed	5029672	Indirect
2014-01-02	Common Stock	G	15980	$44.17	Disposed	5029672	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Restricted Stock Units	$	A	21372	Acquired		Common Stock (21372)	Direct

Footnotes

F1: The Sanghi Trust LP (the "Sanghi Trust") transferred a 10% interest in the Sanghi Family Limited Partnership (the "Sanghi FLP") to each of the CMW FLP Trust and the JSS FLP Trust in exchange for a promissory note equal to the fair market value of the transferred interest in the Sanghi FLP with an interest rate equal to the minimum Applicable Federal Rate. The Sanghi FLP is a limited partnership of which the Sanghi LLC (a limited liability company) is the sole general partner. After this transaction, the General Partner holds a 1.89% interest, the Sanghi Family Trust is a 61.63% limited partner, the CMW FLP Trust is a 18.23% limited partner, the JSS FLP Trust is a 18.23% limited partner, and the Sanghi Family Foundation is a 0.02% limited partner of the Sanghi FLP.

F2: The Sanghi Trust is the sole member of the Sanghi LLC, and the reporting person and his wife are the sole trustees of the Sanghi Trust. The reporting person's children are the beneficiaries of the CMW FLP Trust and the JSS FLP Trust, and the transfer was made for estate planning purposes, as per the 10b-5 plan filed on September 17, 2013.

F3: 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 FLP.

F4: The Sanghi Trust gifted 0.263% of the Sanghi FLP to each of the CMW FLP Trust and the JSS FLP Trust. If the fair market value of the gift is different than $220,000 each, then the percentage of the Sanghi FLP gifted will be adjusted to reflect a gift amount of $220,000 each. The exact percentage of the gifted interest will be established by a duly qualified, independent third party appraiser.

F5: After this transation, the General Partner holds a 1.89% interest in the Sanghi FLP, the Sanghi Trust hold a 60.104% limited partner interest, the CMW FLP Trust is a 18.493% limited partner, the JSS FLP Trust is a 18.493% limited partner, and the Sanghi Family Foundation is a 0.2% limited partner of the Sanghi FLP.

F6: Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.

F7: The restricted stock units will vest in full on February 15, 2018 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 March 31, 2014. Vested shares will be delivered to the reporting person upon vest.