Edgar Filing: MICROCHIP TECHNOLOGY INC

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PARNELL GORDON W

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 and CFO

(Last)

(First)

(Middle)

C/O MICROCHIP TECHNOLOGY INCORPORATED, 2355 WEST CHANDLER BOULEVARD

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2008

(Street)

CHANDLER, AZ 85224-6199

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/14/2008		M		26,000	A	$ 24.04	34,264 ⁽¹⁾	I	Held Directly and Indirectly by Trust ⁽¹⁾
Common Stock	05/14/2008		S		400	D	$ 37.48	33,864 ⁽²⁾	I	Held Directly and Indirectly by Trust ⁽²⁾
Common Stock	05/14/2008		S		100	D	$ 37.47	33,764 ⁽³⁾	I	Held Directly and Indirectly by Trust ⁽³⁾
Common Stock	05/14/2008		S		400	D	$ 37.46	33,364 ⁽⁴⁾	I	Held Directly and Indirectly by Trust ⁽⁴⁾
Common Stock	05/14/2008		S		100	D	$ 37.45	33,264 ⁽⁵⁾	I	Held Directly and Indirectly by Trust ⁽⁵⁾
Common Stock	05/14/2008		S		400	D	$ 37.44	32,864 ⁽⁶⁾	I	Held Directly and Indirectly by Trust ⁽⁶⁾
Common Stock	05/14/2008		S		300	D	$ 37.43	32,564 ⁽⁷⁾	I	Held Directly and Indirectly by Trust ⁽⁷⁾
Common Stock	05/14/2008		S		1,100	D	$ 37.42	31,464 ⁽⁸⁾	I	Held Directly and Indirectly by Trust ⁽⁸⁾
Common Stock	05/14/2008		S		1,300	D	$ 37.41	30,164 ⁽⁹⁾	I	Held Directly and Indirectly by Trust ⁽⁹⁾
Common Stock	05/14/2008		S		1,700	D	$ 37.4	28,464 ⁽¹⁰⁾	I	Held Directly and Indirectly by Trust ⁽¹⁰⁾
Common Stock	05/14/2008		S		1,500	D	$ 37.39	26,964 ⁽¹¹⁾	I	Held Directly and Indirectly by Trust ⁽¹¹⁾
Common Stock	05/14/2008		S		100	D	$ 37.38	26,864 ⁽¹²⁾	I	Held Directly and Indirectly by Trust ⁽¹²⁾
Common Stock	05/14/2008		S		400	D	$ 37.37	26,464 ⁽¹³⁾	I	Held Directly and Indirectly by Trust ⁽¹³⁾
Common Stock	05/14/2008		S		1,100	D	$ 37.36	25,364 ⁽¹⁴⁾	I	Held Directly and Indirectly by Trust ⁽¹⁴⁾
Common Stock	05/14/2008		S		1,100	D	$ 37.35	24,264 ⁽¹⁵⁾	I	Held Directly and Indirectly by Trust ⁽¹⁵⁾
Common Stock	05/14/2008		S		101	D	$ 37.34	24,163 ⁽¹⁶⁾	I	Held Directly and Indirectly by Trust ⁽¹⁶⁾
Common Stock	05/14/2008		S		2,000	D	$ 37.33	22,163 ⁽¹⁷⁾	I	Held Directly and Indirectly by Trust ⁽¹⁷⁾
Common Stock	05/14/2008		S		3,472	D	$ 37.32	18,691 ⁽¹⁸⁾	I	Held Directly and Indirectly by Trust ⁽¹⁸⁾
Common Stock	05/14/2008		S		327	D	$ 37.31	18,364 ⁽¹⁹⁾	I	Held Directly and Indirectly by Trust ⁽¹⁹⁾
Common Stock	05/14/2008		S		400	D	$ 37.3	17,964 ⁽²⁰⁾	I	Held Directly and Indirectly by Trust ⁽²⁰⁾
Common Stock	05/14/2008		S		2,825	D	$ 37.29	15,139 ⁽²¹⁾	I	Held Directly and Indirectly by Trust ⁽²¹⁾
Common Stock	05/14/2008		S		1,007	D	$ 37.28	14,132 ⁽²²⁾	I	Held Directly and Indirectly by Trust ⁽²²⁾
Common Stock	05/14/2008		S		2,168	D	$ 37.27	11,964 ⁽²³⁾	I	Held Directly and Indirectly by Trust ⁽²³⁾
Common Stock	05/14/2008		S		200	D	$ 37.25	11,764 ⁽²⁴⁾	I	Held Directly and Indirectly by Trust ⁽²⁴⁾
Common Stock	05/14/2008		S		500	D	$ 37.24	11,264 ⁽²⁵⁾	I	Held Directly and Indirectly by Trust ⁽²⁵⁾
Common Stock	05/14/2008		S		1,600	D	$ 37.23	9,664 ⁽²⁶⁾	I	Held Directly and Indirectly by Trust ⁽²⁶⁾
Common Stock	05/14/2008		S		700	D	$ 37.22	8,964 ⁽²⁷⁾	I	Held Directly and Indirectly by Trust ⁽²⁷⁾
Common Stock	05/14/2008		S		500	D	$ 37.21	8,464 ⁽²⁸⁾	I	Held Directly and Indirectly by Trust ⁽²⁸⁾
Common Stock	05/14/2008		S		200	D	$ 37.2	8,264 ⁽²⁹⁾	I	Held Directly and Indirectly by Trust ⁽²⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Option (Right to Buy)

$ 24.04

05/14/2008

26,000

10/25/2003

10/25/2012

Common Stock

26,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PARNELL GORDON W C/O MICROCHIP TECHNOLOGY INCORPORATED 2355 WEST CHANDLER BOULEVARD CHANDLER, AZ 85224-6199			VP and CFO

Signatures

Deborah L. Wussler, as Attorney-in-Fact		05/14/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Of the 34,264 shares held, 28,730 shares were held Directly; 5,534 shares were held by Trust.
(2)	Of the 33,864 shares held, 28,330 shares were held Directly; 5,534 shares were held by Trust.
(3)	Of the 33,764 shares held, 28,230 shares were held Directly; 5,534 shares were held by Trust.
(4)	Of the 33,364 shares held, 27,830 shares were held Directly; 5,534 shares were held by Trust.
(5)	Of the 33,264 shares held, 27,730 shares were held Directly; 5,534 shares were held by Trust.
(6)	Of the 32,864 shares held, 27,330 shares were held Directly; 5,534 shares were held by Trust.
(7)	Of the 32,564 shares held, 27,030 shares were held Directly; 5,534 shares were held by Trust.
(8)	Of the 31,464 shares held, 25,930 shares were held Directly; 5,534 shares were held by Trust.
(9)	Of the 30,164 shares held, 24,630 shares were held Directly; 5,534 shares were held by Trust.
(10)	Of the 28,464 shares held, 22,930 shares were held Directly; 5,534 shares were held by Trust.
(11)	Of the 26,964 shares held, 21,430 shares were held Directly; 5,534 shares were held by Trust.
(12)	Of the 26,864 shares held, 21,330 shares were held Directly; 5,534 shares were held by Trust.
(13)	Of the 26,464 shares held, 20,930 shares were held Directly; 5,534 shares were held by Trust.
(14)	Of the 25,364 shares held, 19,830 shares were held Directly; 5,534 shares were held by Trust.
(15)	Of the 24,264 shares held, 18,730 shares were held Directly; 5,534 shares were held by Trust.
(16)	Of the 24,163 shares held, 18,629 shares were held Directly; 5,534 shares were held by Trust.
(17)	Of the 22,163 shares held, 16,629 shares were held Directly; 5,534 shares were held by Trust.
(18)	Of the 18,691 shares held, 13,157 shares were held Directly; 5,534 shares were held by Trust.
(19)	Of the 18,364 shares held, 12,830 shares were held Directly; 5,534 shares were held by Trust.
(20)	Of the 17,964 shares held, 12,430 shares were held Directly; 5,534 shares were held by Trust.
(21)	Of the 15,139 shares held, 9,605 shares were held Directly; 5,534 shares were held by Trust.
(22)	Of the 14,132 shares held, 8,598 shares were held Directly; 5,534 shares were held by Trust.
(23)	Of the 11,964 shares held, 6,430 shares were held Directly; 5,534 shares were held by Trust.
(24)	Of the 11,764 shares held, 6,230 shares were held Directly; 5,534 shares were held by Trust.
(25)	Of the 11,264 shares held, 5,730 shares were held Directly; 5,534 shares were held by Trust.
(26)	Of the 9,664 shares held, 4,130 shares were held Directly; 5,534 shares were held by Trust.
(27)	Of the 8,964 shares held, 3,430 shares were held Directly; 5,534 shares were held by Trust.
(28)	Of the 8,464 shares held, 2,930 shares were held Directly; 5,534 shares were held by Trust.
(29)	Of the 8,264 shares held, 2,730 shares were held Directly; 5,534 shares were held by Trust.

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