Sec Form 4 Filing - LAMBERT DAVID S @ MICROCHIP TECHNOLOGY INC - 2013-02-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LAMBERT DAVID S 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 (Last) (First) (Middle) C/O MICROCHIP TECHNOLOGY INCORPORATED, 2355 WEST CHANDLER BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2013 (Street) CHANDLER, AZ85224-6199 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/11/2013 M 7,568 A $ 26.14 216,143 ( 1 ) I Shares held Directly and Indirectly, by Trust and by Reporting Person's Children. ( 1 ) Common Stock 02/11/2013 M 28,000 A $ 27.05 244,143 ( 2 ) I Shares held Directly and Indirectly, by Trust and by Reporting Person's Children. ( 2 ) Common Stock 02/11/2013 M 2,000 A $ 27.05 246,143 ( 3 ) I Shares held Directly and Indirectly, by Trust and by Reporting Person's Children. ( 3 ) Common Stock 02/11/2013 M 10,000 A $ 26.25 256,143 ( 4 ) I Shares held Directly and Indirectly, by Trust and by Reporting Person's Children. ( 4 ) Common Stock 02/11/2013 M 28,000 A $ 25.29 284,143 ( 5 ) I Shares held Directly and Indirectly, by Trust and by Reporting Person's Children. ( 5 ) Common Stock 02/11/2013 S 75,568 D $ 36.3097 208,575 ( 6 ) I Shares held Directly and Indirectly, by Trust and by Reporting Person's Children. ( 6 ) Common Stock 02/12/2013 G V 1,000 D $ 36.62 207,575 ( 7 ) I Shares held Directly and Indirectly, by Trust and by Reporting Person's Children. ( 7 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 26.14 02/11/2013 M 7,568 10/09/2004 10/09/2013 Common Stock 7,568 $ 0 0 D Common Stock Option (Right to Buy) $ 27.05 02/11/2013 M 28,000 03/31/2008 04/01/2014 Common Stock 28,000 $ 0 0 D Common Stock Option (Right to Buy) $ 27.05 02/11/2013 M 2,000 03/31/2007 04/01/2014 Common Stock 2,000 $ 0 0 D Common Stock Option (Right to Buy) $ 26.25 02/11/2013 M 10,000 07/21/2005 07/21/2014 Common Stock 10,000 $ 0 0 D Common Stock Option (Right to Buy) $ 25.29 02/11/2013 M 28,000 03/31/2009 04/01/2015 Common Stock 28,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAMBERT DAVID S C/O MICROCHIP TECHNOLOGY INCORPORATED 2355 WEST CHANDLER BOULEVARD CHANDLER, AZ85224-6199 VP, Fab Operations Signatures Deborah L. Wussler, as Attorney-in-Fact 02/12/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of the 216,143 shares held, 8,683 shares were held Directly; 204,671 shares were held by Trust; 1,339 shares were held by Reporting person's sons; and 1,450 shares were held by Reporting Person's daughters. ( 2 )Of the 244,143 shares held, 8,683 shares were held Directly; 232,671 shares were held by Trust; 1,339 shares were held by Reporting person's sons; and 1,450 shares were held by Reporting Person's daughters. ( 3 )Of the 246,143 shares held, 8,683 shares were held Directly; 234,671 shares were held by Trust; 1,339 shares were held by Reporting person's sons; and 1,450 shares were held by Reporting Person's daughters. ( 4 )Of the 256,143 shares held, 8,683 shares were held Directly; 244,671 shares were held by Trust; 1,339 shares were held by Reporting person's sons; and 1,450 shares were held by Reporting Person's daughters. ( 5 )Of the 284,143 shares held, 8,683 shares were held Directly; 272,671 shares were held by Trust; 1,339 shares were held by Reporting person's sons; and 1,450 shares were held by Reporting Person's daughters. ( 6 )Of the 208,575 shares held, 8,683 shares were held Directly; 197,103 shares were held by Trust; 1,339 shares were held by Reporting person's sons; and 1,450 shares were held by Reporting Person's daughters. ( 7 )Of the 207,575 shares held, 8,683 shares were held Directly; 196,103 shares were held by Trust; 1,339 shares were held by Reporting person's sons; and 1,450 shares were held by Reporting Person's daughters.

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).

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