Sec Form 4 Filing - SANGHI STEVE @ MICROCHIP TECHNOLOGY INC - 2012-02-15

Insider filing report for Changes in Beneficial Ownership
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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
SANGHI STEVE
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
(Last) (First) (Middle)
C/O MICROCHIP TECHNOLOGY INCORPORATED, 2355 WEST CHANDLER BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2012
(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 02/15/2012 M 2,778 A $ 36.7 4,765,362 ( 1 ) I Held Directly and Indirectly, by the Family Trust, the Sanghi LLC and the Sanghi Family LP. ( 1 )
Common Stock 02/16/2012 M 47,562 A $ 21 4,812,294 ( 2 ) I Held Directly and Indirectly, by the Family Trust, the Sanghi LLC and the Sanghi Family LP. ( 2 )
Common Stock 02/16/2012 M 50,000 A $ 24.04 4,862,924 ( 3 ) I Held Directly and Indirectly, by the Family Trust, the Sanghi LLC and the Sanghi Family LP. ( 3 )
Common Stock 02/16/2012 S 47,562 D $ 37.1367 4,815,362 ( 4 ) I Held Directly and Indirectly, by the Family Trust, the Sanghi LLC and the Sanghi Family LP. ( 4 )
Common Stock 02/16/2012 S 50,000 D $ 37.22 4,765,362 ( 1 ) I Held Directly and Indirectly, by the Family Trust, the Sanghi LLC and the Sanghi Family LP. ( 1 )
Common Stock 02/17/2012 M 50,000 A $ 24.04 4,815,362 ( 4 ) I Held Directly and Indirectly , by the Family Trust, the Sanghi LLC and the Sanghi Family LP. ( 4 )
Common Stock 02/17/2012 S 50,000 D $ 37.1661 4,765,362 ( 1 ) I Held Directly and Indirectly, by the Family Trust, the Sanghi LLC and the Sanghi Family LP. ( 1 )
Common Stock 02/17/2012 G( 5 ) V 2,874,179 D $ 0 4,765,362 ( 6 ) I Held Directly and Indirectly, by the Family Trust, the Sanghi LLC and the Sanghi Family LP. ( 6 )
Common Stock 02/17/2012 G( 7 ) V 50,000 D $ 0 4,765,362 ( 8 ) I Held Directly and Indirectly, by the Family Trust, the Sanghi LLC and the Sanghi Family LP. ( 8 )
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
Restricted Stock Units $ 36.7 02/15/2012 M 2,778 ( 9 ) ( 9 ) Common Stock 22,226 $ 0 8,336 D
Common Stock Option (Right to Buy) $ 21 02/16/2012 M 47,652 08/01/2003 08/01/2012 CommonStock 47,652 $ 0 0 D
Common Stock Option (Right to Buy) $ 24.04 02/16/2012 M 50,000 10/25/2003 10/25/2012 Common Stock 303,750 $ 0 253,750 D
Common Stock Option (Right to Buy) $ 24.04 02/17/2012 M 50,000 10/25/2003 10/25/2012 Common Stock 303,750 $ 0 203,750 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SANGHI STEVE
C/O MICROCHIP TECHNOLOGY INCORPORATED
2355 WEST CHANDLER BOULEVARD
CHANDLER, AZ85224-6199
X President, CEO, Chairman
Signatures
Deborah L. Wussler, as Attorney-in-Fact 02/17/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Of the 4,765,362 shares held, 14,604 shares were held Directly; 4,637,981 shares were held by the Family Trust; 7,250 shares were held by the Sanghi LLC, a limited liability company (the "Sanghi LLC) and 105,527 shares were held by the Sanghi Limited Partnership.
( 2 )Of the 4,812,924 shares held, 14,604 shares were held Directly; 4,685,543 shares were held by the Family Trust; 7,250 shares were held by the Sanghi LLC, and 105,527 shares were held by the Sanghi Limited Partnership.
( 3 )Of the 4,862,924 shares held, 14,604 shares were held Directly; 4,735,543 shares were held by the Family Trust; 7,250 shares were held by the Sanghi LLC, and 105,527 shares were held by the Sanghi Limited Partnership.
( 4 )Of the 4,815,362 shares held, 14,604 shares were hel d Directly; 4,687,981 shares were held by the Family Trust; 7,250 shares were held by the Sanghi LLC, and 105,527 shares were held by the Sanghi Limited Partnership.
( 5 )The Sanghi Family Trust ("Family Trust") transferred these shares without the payment of consideration to the Sanghi Family Limited Partnership, a limited partnership of which the Sanghi LLC is a 6.37% limited partner and the Sanghi Family Trust is a 93.13% limited partner, and the Sanghi LLC is the sole general partner.
( 6 )Of the 4,815,362 shares held, 14,604 shares were held Directly; 1,813,802 shares were held by the Family Trust; 7,250 shares were held by the Sanghi LLC, and 2,979,706 shares were held by the Sanghi Limited Partnership.
( 7 )The Family Trust transferred these shares without the payment of consideration to the Sanghi LLC, of which the Family Trust is the sole member. The Reporting person and his wife are the sole trustees of the Family Trust.
( 8 )Of the 4,815,362 shares held, 14,604 shares were held Directly; 1,763,802 shares were held by the Family Trust; 57,250 shares were held by the Sanghi LLC, and 2,979,706 shares were held by the Sanghi Limited Partnership.
( 9 )The restricted stock units will vest in eight equal quarterly installments beginning February 15, 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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