SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LAMBERT DAVID S
(Last) (First) (Middle)
C/O MICROCHIP TECHNOLOGY INCORPORATED
2355 WEST CHANDLER BOULEVARD
(Street)
CHANDLER AZ 85224-6199
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MICROCHIP TECHNOLOGY INC [ MCHP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Fab Operations
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/26/2006 G 625 D $31.85 171,852(1)(2) I Held Directly and Indirectly by Trust and by Reporting Person's Children(2)
Common Stock 07/26/2006 G 625 D $31.85 171,852(3) I Held Directly and Indirectly, by Trust and by Reporting Person's Children(3)
Common Stock 07/26/2006 G 625 D $31.85 171,852(4) I Held Directly and Indirectly by Trust and by Reporting Person's Children(4)
Common Stock 07/26/2002 G 7,900 D $31.85 163,952(5) I Held Directly and Indirectly by Trust and by Reporting Person's Children
Common Stock 07/27/2006 A 15,000 A $6.259 178,952(6) I Held Directly and Indirectly by Trust and by Reporting Person's Children.(6)
Common Stock 07/27/2006 S 15,000 D $32.0263 163,952(5) I Held Directly and Indirectly by Trust and by Reporting Person's Children(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Option (Right to Buy) $6.259 07/27/2006 A 15,000 07/01/2002 04/01/2008 Common Stock 15,000 $0 45,750 D
Explanation of Responses:
1. On 4/06/2006, the Reporting Person transferred ownership of 829 shares from Direct holding to Indirect holding, by Trust.
2. Of the 171,852 shares held, 169,084 shares were held Directly; 829 shares were held by Trust; 714 shares were held by Reporting Person's son; 825 shares were held by Reporting Person's daughter; 200 shares were held by Reporting Person's son; and 200 shares were held by Reporting Person's daughter.
3. Of the 171,852 shares held, 168,459 shares were held Directly; 829 shares were held by Trust; 714 shares were held by Reporting Person's son; 825 shares were held by Reporting Person's daughter; 825 shares were held by Reporting Person's son; and 200 shares were held by Reporting Person's daughter.
4. Of the 171,852 shares held, 167,834 shares were held Directly; 829 shares were held by Trust; 714 shares were held by Reporting Person's son; 825 shares were held by Reporting Person's daughter; 825 shares were held by Reporting Person's son; and 825 shares were held by Reporting Person's daughter.
5. Of the 163,952 shares held, 159,934 shares were held Directly; 829 shares were held by Trust; 714 shares were held by Reporting Person's son; 825 shares were held by Reporting Person's daughter; 825 shares were held by Reporting Person's son; and 825 shares were held by Reporting Person's daughter.
6. Of the 178,952 shares held, 174,934 shares were held Directly; 829 shares were held by Trust; 714 shares were held by Reporting Person's son; 825 shares were held by Reporting Person's daughter; 825 shares were held by Reporting Person's son; and 825 shares were held by Reporting Person's daughter.
Remarks:
Deborah L. Wussler, as Attorney-in-Fact 07/31/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.