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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
MOORTHY GANESH

(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)
Exec. VP & COO
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2011
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 01/31/2011 M 4,700 A $23.7 52,833 (1) I Shares held Directly and Indirectly, by Trust. (1)
Common Stock 01/31/2011 S 4,700 D $37 48,133 (2) I Shares held Directly and Indirectly, by Trust. (2)
Common Stock 02/01/2011 M 8,300 A $23.7 56,433 (3) I Shares held Directly and Indirectly, by Trust. (3)
Common Stock 02/01/2011 S 8,300 D $37.019 48,133 (2) I Shares held Directly and Indirectly, by Trust. (2)
Common Stock 02/01/2011 M 4,250 A $37.19 52,383 (4) I Shares held Directly and Indirectly, by Trust. (4)
Common Stock 02/01/2011 F 1,278 D $37.19 51,105 (5) I Shares held Directly and Indirectly, by Trust. (5)
Common Stock 02/01/2011 M 2,000 A $37.19 53,105 (6) I Shares held Directly and Indirectly, by Trust. (6)
Common Stock 02/01/2011 F 601 D $37.19 52,504 (7) I Shares held Directly and Indirectly, by Trust. (7)
Common Stock 02/01/2011 M 1,500 A $37.19 54,004 (8) I Shares held Directly and Indirectly, by Trust. (8)
Common Stock 02/01/2011 F 451 D $37.19 53,553 (9) I Shares held Directly and Indirectly, by Trust. (9)
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) $23.7 01/31/2011 M 4,700 12/03/2002 12/03/2011 Common Stock 72,000 $0 47,300 D
Common Stock Option (Right to Buy) $23.7 02/01/2011 M 8,300 12/03/2002 12/03/2011 Common Stock 72,000 $0 39,000 D
Restricted Stock Units $37.19 02/01/2011 M 4,250 (10) (10) Common Stock 17,000 $0 0 D
Restricted Stock Units $37.19 02/01/2011 M 2,000 (11) (11) Common Stock 2,000 $0 0 D
Restricted Stock Units $37.19 02/01/2011 M 1,500 (12) (12) Common Stock 12,000 $0 4,500 D
Explanation of Responses:
1. Of the 52,833 shares held, 12,186 shares were held Directly; 40,647 shares were held by Trust.
2. Of the 48,133 shares held, 12,186 shares were held Directly; 35,947 shares were held by Trust.
3. Of the 56,433 shares held, 12,186 shares were held Directly; 44,247 shares were held by Trust.
4. Of the 52,383 shares held, 12,186 shares were held Directly; 40,197 shares were held by Trust.
5. Of the 51,105 shares held, 12,186 shares were held Directly; 38,919 shares were held by Trust.
6. Of the 53,105 shares held, 12,186 shares were held Directly; 40,919 shares were held by Trust.
7. Of the 52,504 shares held, 12,186 shares were held Directly; 40,318 shares were held by Trust.
8. Of the 54,004 shares held, 12,186 shares were held Directly; 41,818 shares were held by Trust.
9. Of the 53,553 shares held, 12,186 shares were held Directly; 41,367 shares were held by Trust.
10. The restricted stock units vest in four equal quarterly installments beginning May 1, 2010. Vested shares will be delivered to the reporting person upon vest.
11. The restricted stock units will vest in full on February 1, 2011 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.
12. The restricted stock units vest in eight equal quarterly installments beginning February 1, 2010, as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.
Remarks:
Deborah L. Wussler, as Attorney-in-Fact 02/02/2011
** 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.