ther is a dochtml February 2, 2010 - Lambert David S - 4: Statement of changes in beneficial ownership of securities | Microchip Technology Incorporated (MCHP)

Form: 4

Statement of changes in beneficial ownership of securities

February 2, 2010

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*
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)
02/01/2010
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 02/01/2010 M 1,400 A $26.51 167,556(1) I Shares held Directly and Indirectly by Trust and by Reporting Person's Children(1)
Common Stock 02/01/2010 F 529 D $26.51 167,027(2) I Shares held Directly and Indirectly by Trust and by Reporting Person's Children(2)
Common Stock 02/01/2010 M 51 A $26.51 167,078(3) I Shares held Directly and Indirectly by Trust and by Reporting Person's Children(3)
Common Stock 02/01/2010 F 20 D $26.51 167,058(4) I Shares held Directly and Indirectly by Trust and by Reporting Person's Children(4)
Common Stock 02/01/2010 M 487 A $26.51 167,545(5) I Shares held Directly and Indirectly by Trust and by Reporting Person's Children(5)
Common Stock 02/01/2010 F 184 D $26.51 167,361(6) I Shares held Directly and Indirectly by Trust and by Reporting Person's Children(6)
Common Stock 02/01/2010 M 650 A $26.51 168,011(7) I Shares held Directly and Indirectly by Trust and by Reporting Person's Children(7)
Common Stock 02/01/2010 F 246 D $26.51 167,765(8) I Shares held Directly and Indirectly by Trust and by Reporting Person's Children(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 (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 $26.51 02/01/2010 M 1,400 (9) (9) Common Stock 11,200 $0 0 D
Restricted Stock Units $26.51 02/01/2010 M 51 (10) (10) Common Stock 102 $0 0 D
Restricted Stock Units $26.51 02/01/2010 M 487 (11) (11) Common Stock 3,900 $0 3,413 D
Restricted Stock Units $26.51 02/01/2010 M 650 (12) (12) Common Stock 650 $0 0 D
Explanation of Responses:
1. Of the 167,556 shares held, 6,224 shares were held Directly; 158,543 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 daughter.
2. Of the 167,027 shares held, 5,695 shares were held Directly; 158,543 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 daughter.
3. Of the 167,078 shares held, 5,746 shares were held Directly; 158,543 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 daughter.
4. Of the 167,058 shares held, 5,726 shares were held Directly; 158,543 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 daughter.
5. Of the 167,545 shares held, 6,213 shares were held Directly; 158,543 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 daughter.
6. Of the 167,361 shares held, 6,029 shares were held Directly; 158,543 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 daughter.
7. Of the 168,011 shares held, 6,679 shares were held Directly; 158,543 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 daughter.
8. Of the 167,765 shares held, 6,443 shares were held Directly; 158,543 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 daughter.
9. The restricted stock units vest in eight equal quarterly installments beginning May 1, 2008. Vested shares will be delivered to the reporting person upon vest.
10. The restricted stock units will vest 50% on November 1, 2009 and 50% on February 1, 2010 as long as the individual remains a service provider through the vesting date and the Company achieves performance targets for operating income in the six month period ending September 30, 2008.
11. The restricted stock units vest in four equal quarterly installments of 487 shares beginning February 1, 2010 and four equal quarterly installments of 488 shares beginning February 1, 2011, 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 ending June 30, 2009. Vested shares will be delivered to the reporting person upon vest.
12. The restricted stock units will vest in full on February 1, 2010 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 June 30, 2009. Vested shares will be delivered to the reporting person upon vest.
Remarks:
Deborah L. Wussler, as Attorney-in-Fact 02/02/2010
** 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.