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 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* 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) 11/29/2010
	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	11/29/2010		G		450	D	$34.08	173,070(1)	I	Shares Held Directly and Indirectly by Trust and by Reporting Person's Children.
Common Stock	11/29/2010		G		300	D	$34.08	172,770(2)	I	Shares Held Directly and Indirectly by Trust and by Reporting Person's Children.(2)
Common Stock	12/06/2010		G		300	D	$35.49	172,470(3)	I	Shares Held Directly and Indirectly by Trust and by Reporting Person's Children.(3)
Common Stock	12/06/2010		G		300	D	$35.49	172,170(4)	I	Shares Held Directly and Indirectly by Trust and by Reporting Person's Children.(4)
Common Stock	12/06/2010		M		7,740	A	$15.917	179,910(5)	I	Shares Held Directly and Indirectly by Trust and by Reporting Person's Children.(5)
Common Stock	12/06/2010		M		32,400	A	$15.917	212,310(6)	I	Shares Held Directly and Indirectly by Trust and by Reporting Person's Children.(6)
Common Stock	12/06/2010		M		1,935	A	$15.86	214,245(7)	I	Shares Held Directly and Indirectly by Trust and by Reporting Person's Children.(7)
Common Stock	12/06/2010		S		42,075	D	$35.265	172,170(4)	I	Shares Held Directly and Indirectly by Trust and by Reporting Person's Children.(4)

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)	$15.917	12/06/2010		M			7,740	07/02/2002	04/02/2011	Common Stock	7,740	$0	0	D
Common Stock Option (Right to Buy)	$15.917	12/06/2010		M			32,400	03/31/2005	04/02/2011	Common Stock	32,400	$0	0	D
Common Stock Option (Right to Buy)	$15.86	12/06/2010		M			1,935	06/01/2001	06/01/2011	Common Stock	1,935	$0	0	D

Explanation of Responses:

1. Of the 173,070 shares held, 8,683 shares were held Directly; 161,598 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter.

2. Of the 172,770 shares held, 8,683 shares were held Directly; 161,298 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter.

3. Of the 172,470 shares held, 8,683 shares were held Directly; 160,998 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter.

4. Of the 172,170 shares held, 8,683 shares were held Directly; 160,698 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter.

5. Of the 179,910 shares held, 16,423 shares were held Directly; 160,698 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter.

6. Of the 212,310 shares held, 48,823 shares were held Directly; 160,698 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter.

7. Of the 214,245 shares held, 50,758 shares were held Directly; 160,698 shares were held by Trust; 1,339 shares were held by Reporting Person's son; and 1,450 shares were held by Reporting Person's daughter.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	12/07/2010
	** 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.