MICROCHIP TECHNOLOGY INC — Director's Dealing 2021

Oct 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2021-10-01

Reporting Person: Bjornholt James Eric (Senior VP and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-01	Restricted Stock Units	$	A	777	Acquired		Common Stock (777.0)	Direct
2021-10-01	Performance Stock Units	$	A	778	Acquired		Common Stock (778.0)	Direct
2021-10-01	Restricted Stock Units	$	A	6215	Acquired		Common Stock (6215.0)	Direct
2021-10-01	Performance Stock Units	$	A	3112	Acquired		Common Stock (3112.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29456	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.

F2: The restricted stock units will vest in full on November 15, 2025 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

F3: Each performance stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.

F4: Each Performance Stock Unit (PSU) granted under the Microchip Technology Incorporated (Microchip) 2004 Equity Incentive Plan represents a contingent right to receive shares of Microchip common stock based on Microchip's cumulative non-GAAP operating margin over a period of 12 quarters ending September 30, 2024. The target number of PSU shares that may be earned is reported in the table above and is based on Microchip achieving a cumulative non-GAAP operating margin of 40.0% over the 12 quarter measurement period. The actual number of shares that may be earned can be higher or lower than the target depending on Microchip's non-GAAP operating margin over the measurement period. Earned PSUs will vest on November 15, 2025 as long as the reporting person remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

F5: The restricted stock units vest in three quarterly installments of 778 shares beginning November 15, 2023, one quarterly installment of 777 shares on August 15, 2024, and eight quarterly installments of 388 shares beginning on November 15, 2024, as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

F6: Each Performance Stock Unit (PSU) granted under the Microchip Technology Incorporated (Microchip) 2004 Equity Incentive Plan represents a contingent right to receive shares of Microchip common stock based on Microchip's cumulative non-GAAP operating margin over a period of 12 quarters ending September 30, 2024. The target number of PSU shares that may be earned is reported in the table above and is based on Microchip achieving a cumulative non-GAAP operating margin of 40.0% over the 12 quarter measurement period. The actual number of shares that may be earned can be higher or lower than the target depending on Microchip's non-GAAP operating margin over the measurement period. Earned PSUs will vest ratably over eight quarters beginning on November 15, 2024 as long as the reporting person remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.