MICROCHIP TECHNOLOGY INC — Director's Dealing 2023

Jan 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2023-01-03

Reporting Person: SANGHI STEVE (Director, Executive Chair)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-03	Restricted Stock Units	$	A	8558	Acquired		Common Stock (8558.0)	Direct
2023-01-03	Restricted Stock Units	$	A	1711	Acquired		Common Stock (1711.0)	Direct
2023-01-03	Restricted Stock Units	$	A	1711	Acquired		Common Stock (1711.0)	Direct
2023-01-03	Performance Stock Units	$	A	8558	Acquired		Common Stock (8558.0)	Direct
2023-01-03	Performance Stock Units	$	A	1712	Acquired		Common Stock (1712.0)	Direct
2023-01-03	Performance Stock Units	$	A	1712	Acquired		Common Stock (1712.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10037836	Indirect

Footnotes

F1: Of the 10,037,836 shares held, 4,131,964 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 February 15, 2027 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: The restricted stock units will vest in full on February 17, 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.

F5: The restricted stock units will vest in full on February 16, 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.

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

F7: 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 December 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 February 15, 2027 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.

F8: 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 8 quarters ending December 31, 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 8 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 February 17, 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.

F9: 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 December 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 February 16, 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.