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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

11/15/2017
(Street)

CHANDLER, AZ 85224-6199
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/15/2017     M    23424   A $89.59   4556213   (1) I   Shares held by Trust and by Family Limited Partnership.   (1)
Common Stock   11/15/2017     F    10248   D $89.59   4545965   (2) I   Shares held by Trust and by Family Limited Partnership.   (2)
Common Stock   11/15/2017     M    12352   A $89.59   4558317   (3) (4) I   Shares held by Trust and by Family Limited Partnership.   (3)
Common Stock   11/15/2017     F    5404   D $89.59   4552913   (4) I   Shares held by Trust and by Family Limited Partnership.   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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 Unit   $89.59   11/15/2017     M         23424      (5)   (5) Common Stock   23424   $0   0   D  
 
Restricted Stock Units   $89.59   11/15/2017     M         12352      (6)   (6) Common Stock   148235   $0   135883   D  
 

Explanation of Responses:
(1)  Of the 4,556,213 shares held, 1,603.277 shares were held by the Sanghi Trust; and 2,952,936 shares were held by The Sanghi Family Limited Partnership.
(2)  Of the 4,545,965 shares held, 1,593.029 shares were held by the Sanghi Trust; and 2,952,936 shares were held by The Sanghi Family Limited Partnership.
(3)  Of the 4,558,317 shares held, 1,605.381 shares were held by the Sanghi Trust; and 2,952,936 shares were held by The Sanghi Family Limited Partnership.
(4)  Of the 4,552,913 shares held, 1,599.977 shares were held by the Sanghi Trust; and 2,952,936 shares were held by The Sanghi Family Limited Partnership.
(5)  The restricted stock units will vest in full on November 15, 2017 as long as the individual remains a service provider through the vesting date and the Company achieves performance targets for operating expense in the quarter ended December 31, 2016. Vested shares will be delivered to the reporting person upon vest.
(6)  The restricted stock units vest in twelve equal quarterly installments beginning November 15, 2017 as long as the individual remains a service provider through the vesting date and the Company achieves performance targets for operating expense in the quarter ended December 31, 2015. Vested shares will be delivered to the reporting person upon vest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SANGHI STEVE
C/O MICROCHIP TECHNOLOGY INCORPORATED
2355 WEST CHANDLER BOULEVARD
CHANDLER, AZ 85224-6199
X
President, CEO, Chairman

Signatures
Deborah L. Wussler, as Attorney-in-Fact 11/16/2017
** 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 control number.
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