MICROCHIP TECHNOLOGY INC — Director's Dealing 2022

Apr 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2022-04-01

Reporting Person: SANGHI STEVE (Director, Executive Chair)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-04-01	Restricted Stock Units	$	A	5329	Acquired		Common Stock (5329.0)	Direct
2022-04-01	Performance Stock Units	$	A	5330	Acquired		Common Stock (5330.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9913716	Indirect

Footnotes

F1: Of the 9,895,484 shares held, 3,989,612 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership.

F2: Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.

F3: The restricted stock units will vest in full on May 15, 2026 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.

F4: Each performance stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.

F5: 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 March 31, 2025. 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 May 15, 2026 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.