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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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 (Month/Day/Year) 02/15/2012 (Street) CHANDLER, AZ 85224-6199 4. If Amendment, Date Original Filed(Month/Day/Year) 02/17/2012 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) 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

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

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		02/22/2012
**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)	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.

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