Sec Form 4 Filing - LITCHFIELD STEVEN G @ MICROSEMI CORP - 2018-05-29

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 LITCHFIELD STEVEN G 2. Issuer Name and Ticker or Trading Symbol MICROSEMI CORP [ MSCC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Strategy Officer (Last) (First) (Middle) ONE ENTERPRISE 3. Date of Earliest Transaction (MM/DD/YY) 05/29/2018 (Street) ALISO VIEJO, CA92656 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 Microsemi Common Stock 05/29/2018 D 144,403 D 0 D

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 Microsemi Restricted Stock Units ( 2 ) 05/29/2018 D 34,765 ( 2 ) ( 2 ) Common Stock 34,765 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LITCHFIELD STEVEN G ONE ENTERPRISE ALISO VIEJO, CA92656 EVP & Chief Strategy Officer Signatures Mark Lin, Attorney-in-Fact for Steven G. Litchfield 05/30/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares disposed of pursuant to the Agreement and Plan of Merger by and among Microchip Technology Incorporated ("Microchip") , Maple Acquisition Corporation and Microsemi Corporation (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), whereby each share of Issuer's common stock was automatically cancelled and converted into the right to an amount equal to $68.78 in cash (the "Merger Consideration"). ( 2 )Pursuant to the Merger Agreement, this Restricted Stock Unit ("RSU") was assumed and converted in the Merger into that number of Microchip RSUs of Microchip common stock equal to the product of (a) this number of RSUs and (b) the "Equity Award Exchange Ratio" obtained by dividing the Merger Consideration of $68.78 by the average closing sales price for a share of Microchip common stock, rounded to the nearest one-tenth of a cent, as reported on Nasdaq for the ten (10) most recent days ending on the last trading day immediately prior to the date on which the Effective Time occurs, calculated as 0.732185.

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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