4/A: Statement of changes in beneficial ownership of securities
Published on February 22, 2012
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MICROCHIP TECHNOLOGY INC [ MCHP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/17/2012 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/15/2012 | M | 2,778 | A | $36.7 | 4,765,362(1)(2) | I | Held Directly and Indirectly, by the Sanghi Trust, the Sanghi LLC and the Sanghi Family LP.(2) | ||
| Common Stock | 02/16/2012 | M | 47,562 | A | $21 | 4,812,924(3) | I | Held Directly and Indirectly, by the Sanghi Trust, the Sanghi LLC and the Sanghi Family LP.(3) | ||
| Common Stock | 02/16/2012 | M | 50,000 | A | $24.04 | 4,862,924(4) | I | Held Directly and Indirectly, by the Sanghi Trust, the Sanghi LLC and the Sanghi Family LP.(4) | ||
| Common Stock | 02/16/2012 | S | 47,562 | D | $37.1367 | 4,815,362(5) | I | Held Directly and Indirectly, by the Sanghi Trust, the Sanghi LLC and the Sanghi Family LP.(5) | ||
| Common Stock | 02/16/2012 | S | 50,000 | D | $37.22 | 4,765,362(2) | I | Held Directly and Indirectly, by the Sanghi Trust, the Sanghi LLC and the Sanghi Family LP.(2) | ||
| Common Stock | 02/17/2012 | M | 50,000 | A | $24.04 | 4,815,362(5) | I | Held Directly and Indirectly, by the Sanghi Trust, the Sanghi LLC and the Sanghi Family LP.(5) | ||
| Common Stock | 02/17/2012 | S | 50,000 | D | $37.1661 | 4,765,362(2) | I | Held Directly and Indirectly, by the Sanghi Trust, the Sanghi LLC and the Sanghi Family LP.(2) | ||
| Common Stock | 02/17/2012 | G(6) | V | 2,874,179 | D | $0 | 4,765,362(7) | I | Held Directly and Indirectly, by the Sanghi Trust, the Sanghi LLC and the Sanghi Family LP.(7) | |
| Common Stock | 02/17/2012 | G(8) | V | 50,000 | D | $0 | 4,765,362(9) | I | Held Directly and Indirectly, by the Sanghi Trust, the Sanghi LLC and the Sanghi Family LP.(9) | |
| 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) | ||||
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| 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 | (10) | (10) | 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 | ||||
| Explanation of Responses: |
| 1. This Amended Form 4 is filed to accurately report the number of shares held indirectly in each of the footnotes attached to Columns 5 and 7 of Table I. All subsequent reports filed after this date are deemed to include the modification herein. |
| 2. Of the 4,765,362 shares held, 14,604 shares were held Directly; 4,638,001 shares were held by the Sanghi Trust; 7,250 shares were held by the Sanghi LLC, a limited liability company (the "Sanghi LLC) and 105,507 shares were held by the Sanghi Limited Partnership. |
| 3. Of the 4,812,924 shares held, 14,604 shares were held Directly; 4,685,563 shares were held by the Sanghi Trust; 7,250 shares were held by the Sanghi LLC, and 105,507 shares were held by the Sanghi Limited Partnership. |
| 4. Of the 4,862,924 shares held, 14,604 shares were held Directly; 4,735,563 shares were held by the Sanghi Trust; 7,250 shares were held by the Sanghi LLC, and 105,507 shares were held by the Sanghi Limited Partnership. |
| 5. Of the 4,815,362 shares held, 14,604 shares were held Directly; 4,688,001 shares were held by the Sanghi Trust; 7,250 shares were held by the Sanghi LLC, and 105,507 shares were held by the Sanghi Limited Partnership. |
| 6. The Sanghi 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 Trust is a 93.13% limited partner, and the Sanghi LLC is the sole general partner. |
| 7. Of the 4,765,362 shares held, 14,604 shares were held Directly; 1,763,822 shares were held by the Sanghi Trust; 7,250 shares were held by the Sanghi LLC, and 2,979,686 shares were held by the Sanghi Limited Partnership. |
| 8. The Sanghi Trust transferred these shares without the payment of consideration to the Sanghi LLC, of which the Sanghi Trust is the sole member. The Reporting person and his wife are the sole trustees of the Family Trust. |
| 9. Of the 4,765,362 shares held, 14,604 shares were held Directly; 1,713,822 shares were held by the Sanghi Trust; 57,250 shares were held by the Sanghi LLC, and 2,979,686 shares were held by the Sanghi Limited Partnership. |
| 10. 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. |
| Remarks: |
| Deborah L. Wussler, as Attorney-in-Fact | 02/22/2012 | |
| ** 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.