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*
SANGHI STEVE
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO, Chairman
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2014
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 01/02/2014 J(1)(2) 607,387(1)(2) D $44.17 5,029,672(3) I Shares held Indirectly by Trust and by Family Limited Partnership.(3)
Common Stock 01/02/2014 G(4)(5) 15,980(4)(5) D $44.17 5,029,672(3) I Shares held Indirectly by Trust and by Family Limited Partnership.(3)
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
Restricted Stock Units (6) 01/02/2014 A 21,372 (7) (7) Common Stock 21,372 $0 21,372 D
Explanation of Responses:
1. The Sanghi Trust LP (the "Sanghi Trust") transferred a 10% interest in the Sanghi Family Limited Partnership (the "Sanghi FLP") to each of the CMW FLP Trust and the JSS FLP Trust in exchange for a promissory note equal to the fair market value of the transferred interest in the Sanghi FLP with an interest rate equal to the minimum Applicable Federal Rate. The Sanghi FLP is a limited partnership of which the Sanghi LLC (a limited liability company) is the sole general partner. After this transaction, the General Partner holds a 1.89% interest, the Sanghi Family Trust is a 61.63% limited partner, the CMW FLP Trust is a 18.23% limited partner, the JSS FLP Trust is a 18.23% limited partner, and the Sanghi Family Foundation is a 0.02% limited partner of the Sanghi FLP.
2. The Sanghi Trust is the sole member of the Sanghi LLC, and the reporting person and his wife are the sole trustees of the Sanghi Trust. The reporting person's children are the beneficiaries of the CMW FLP Trust and the JSS FLP Trust, and the transfer was made for estate planning purposes, as per the 10b-5 plan filed on September 17, 2013.
3. Of the 5,029,672 shares held, 1,992,736 shares were held by the Sanghi Trust; and 3,036,936 shares were held by the Sanghi FLP.
4. The Sanghi Trust gifted 0.263% of the Sanghi FLP to each of the CMW FLP Trust and the JSS FLP Trust. If the fair market value of the gift is different than $220,000 each, then the percentage of the Sanghi FLP gifted will be adjusted to reflect a gift amount of $220,000 each. The exact percentage of the gifted interest will be established by a duly qualified, independent third party appraiser.
5. After this transation, the General Partner holds a 1.89% interest in the Sanghi FLP, the Sanghi Trust hold a 60.104% limited partner interest, the CMW FLP Trust is a 18.493% limited partner, the JSS FLP Trust is a 18.493% limited partner, and the Sanghi Family Foundation is a 0.2% limited partner of the Sanghi FLP.
6. Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.
7. The restricted stock units will vest in full on February 15, 2018 as long as the individual remains a service provider through the vesting date and the Company achieves performance targets for operating profit in the quarter ended March 31, 2014. Vested shares will be delivered to the reporting person upon vest.
Remarks:
Deborah L. Wussler, as Attorney-in-Fact 01/03/2014
** 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).
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