Bjornholt Form 4 filed 02-21-2013.022113

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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*

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer (check all applicable)

J. Eric Bjornholt

Microchip Technology Incorporated [MCHP]

___ Director

___ 10% Owner

c/o Microchip Technology Incorporated 2355 West Chandler Boulevard Chandler AZ 85224-6199

3. Date of Earliest Transaction Required to be Reported (Month/Day/Year) 02/21/2013

_X_ Officer (give title below) ___ Other (specify below) VP and CFO

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

2.

2A. Deemed 3. Transaction

4. Securities Acquired (A) or Disposed of (D) 5. Amount of

6.

7. Nature of Indirect Beneficial

(Instr. 3)

Transaction Execution

Code

(Instr. 3, 4, & 5)

Securities

Ownership Ownership

Date

Date, if any (Instr. 8)

Beneficially

Form:

(Instr. 4)

(mm/dd/yy) (mm/dd/yy)

Code

Amount V

(A) Price or (D)

Owned Following Reported Transaction(s) (Instr. 3, & 4)

Direct (D) or Indirect (I) (Instr. 4)

Common Stock

02/21/2013

S (1)

2,627 (1) D

$36.3893

11,704

I

Shares held Indirectly, by Trust.

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). 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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Form 4 (cont.) Name and Address of Reporting Person J. Eric Bjornholt c/o Microchip Technology Incorporated 2355 West Chandler Boulevard Chandler AZ 85224-6199

Issuer Name and Ticker or Trading Symbol Microchip Technology Incorporated [MCHP]
Period Of Report 02/21/2013

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (mm/dd/yy)

Table II -Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

3A. Deemed Execution Date, if any (mm/dd/yy)

4. Transaction Code (Instr. 8)

5. No. of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, & 5)

6. Date Exercisable and Expiration Date (mm/dd/yy)

7. Title and Amount of Underlying Securities (Instr. 3 & 4)

8. Price of Derivative Security (Instr. 5)

Code V

(A)

Date Exer- Expiration Title

cisable

Date

(D)

Amount or Number of Shares

9. No. of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3, & 4)

10.

11. Nature

Ownership of Indirect

Form of

Beneficial

Derivative Ownership

Securities: (Instr. 4)

Direct (D)

or Indirect (I)

(Instr. 4)

Explanation of Responses: (1) - The sale(s) reported in this Form 4 was/were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 22, 2011.

By: Deborah L. Wussler, as Attorney-in-Fact **Signature of Reporting Person

2/21/2013 Date

**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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2/21/2013 2:47:17 PM