Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bunker Mathew B

(Last)

(First)

(Middle)

C/O MICROCHIP TECHNOLOGY INCORPORATED

2355 W CHANDLER BLVD

(Street)

CHANDLER

85224-6199

(City)

(State)

(Zip)

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)
	SENIOR VP, OPERATIONS

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024

4. If Amendment, Date of 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 (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	11/15/2024		M		1,058	A	$62.86	21,704	I	Shares held Directly and Indirectly by Daughter.⁽¹⁾
Common Stock	11/15/2024		F		295	D	$62.86	21,409	I	Shares held Directly and Indirectly by Daughter.⁽²⁾
Common Stock	11/15/2024		M		1,025	A	$62.86	22,434	I	Shares held Directly and Indirectly by Daughter.⁽³⁾
Common Stock	11/15/2024		F		286	D	$62.86	22,148	I	Shares held Directly and Indirectly by Daughter.⁽⁴⁾
Common Stock	11/15/2024		M		870	A	$62.86	23,018	I	Shares held Directly and Indirectly by Daughter.⁽⁵⁾
Common Stock	11/15/2024		F		243	D	$62.86	22,775	I	Shares held Directly and Indirectly by Daughter.⁽⁶⁾
Common Stock	11/15/2024		M		700	A	$62.86	23,475	I	Shares held Directly and Indirectly by Daughter.⁽⁷⁾
Common Stock	11/15/2024		F		195	D	$62.86	23,280	I	Shares held Directly and Indirectly by Daughter.⁽⁸⁾
Common Stock	11/15/2024		M		452	A	$62.86	23,732	I	Shares held Directly and Indirectly by Daughter.⁽⁹⁾
Common Stock	11/15/2024		F		126	D	$62.86	23,606	I	Shares held Directly and Indirectly by Daughter.⁽¹⁰⁾

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$62.86	11/15/2024		M			1,058	⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,058	$0	0	D
Performance Stock Units	$62.86	11/15/2024		M			1,025	⁽¹²⁾	⁽¹²⁾	Common Stock	1,025	$0	0	D
Restricted Stock Units	$62.86	11/15/2024		M			870	⁽¹³⁾	⁽¹³⁾	Common Stock	870	$0	0	D
Performance Stock Units	$62.86	11/15/2024		M			700	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	700	$0	0	D
Restricted Stock Units	$62.86	11/15/2024		M			452	⁽¹¹⁾	⁽¹¹⁾	Common Stock	452	$0	0	D

Explanation of Responses:

1. Of the 21,704 shares held, 21,629 are held directly, and 75 shares are held by the Reporting Person's daughter.

2. Of the 21,409 shares held, 21,334 are held directly, and 75 shares are held by the Reporting Person's daughter.

3. Of the 22,434 shares held, 22,359 are held directly, and 75 shares are held by the Reporting Person's daughter.

4. Of the 22,148 shares held, 22,073 are held directly, and 75 shares are held by the Reporting Person's daughter.

5. Of the 23,018 shares held, 22,943 are held directly, and 75 shares are held by the Reporting Person's daughter.

6. Of the 22,775 shares held, 22,700 are held directly, and 75 shares are held by the Reporting Person's daughter.

7. Of the 23,475 shares held, 23,400 are held directly, and 75 shares are held by the Reporting Person's daughter.

8. Of the 23,280 shares held, 23,205 are held directly, and 75 shares are held by the Reporting Person's daughter.

9. Of the 23,732 shares held, 23,657 are held directly, and 75 shares are held by the Reporting Person's daughter.

10. Of the 23,606 shares held, 23,531 are held directly, and 75 shares are held by the Reporting Person's daughter.

11. The restricted stock units vested in full on November 15, 2024. Vested shares were delivered to the reporting person upon vest.

12. Each Performance Stock Unit (PSU) granted under the Microchip Technology Incorporated (Microchip) 2004 Equity Incentive Plan represents a contingent right to receive shares of Microchip common stock based on the relative total shareholder return (TSR) of Microchip common stock compared to a peer group of twenty companies over a two-year period ending on September 30, 2022. The target number of PSU shares that may be earned is reported in the table above, the minimum number of shares that may be earned is zero if Microchip's TSR is at or lower than the 25th percentile of the peer group and the maximum number of shares that may be earned is 200% of the target if Microchip's TSR is at or higher than the 75th percentile of the peer group. Earned PSUs vested on November 15, 2024. Vested shares were delivered to the reporting person upon vest.

13. The restricted stock units vest in four quarterly installments of 868 shares beginning November 15, 2023, and eight quarterly installments of 870 shares beginning on November 15, 2024. Vested shares were delivered to the reporting person upon vest.

14. Each Performance Stock Unit (PSU) granted under the Microchip Technology Incorporated (Microchip) 2004 Equity Incentive Plan represents a contingent right to receive shares of Microchip common stock based on Microchip's cumulative non-GAAP operating margin over a period of 8 quarters ending September 30, 2024. The target number of PSU shares that may be earned is reported in the table above and is based on Microchip achieving a cumulative non-GAAP operating margin of 40.0% over the 8 quarter measurement period. The actual number of shares that may be earned can be higher or lower than the target depending on Microchip's non-GAAP operating margin over the measurement period. Earned PSUs vested on November 15, 2024. Vested shares were delivered to the reporting person upon vest.

Remarks:

	Deborah L. Wussler, as Attorney-in-Fact	11/19/2024
	** 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.
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