Stephen V. Drehobl - Jan 3, 2023 Form 4 Insider Report for MICROCHIP TECHNOLOGY INC (MCHP)

Role: Senior VP, MCU8/MCU16 BU
Signature: Deborah L. Wussler, as Attorney-in-Fact
Stock symbol: MCHP
Transactions as of: Jan 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/5/2023, 03:28 PM
Previous filing: Nov 17, 2022
Next filing: Feb 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MCHP	Common Stock						67.1K	Jan 3, 2023	Direct

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MCHP	Restricted Stock Units	Award	$0	+3.31K		$0.00	3.31K	Jan 3, 2023	Common Stock	3.31K		Direct	F1, F2
transaction	MCHP	Restricted Stock Units	Award	$0	+827		$0.00	827	Jan 3, 2023	Common Stock	827		Direct	F1, F3
transaction	MCHP	Restricted Stock Units	Award	$0	+827		$0.00	827	Jan 3, 2023	Common Stock	827		Direct	F1, F4
transaction	MCHP	Performance Stock Units	Award	$0	+3.31K		$0.00	3.31K	Jan 3, 2023	Common Stock	3.31K		Direct	F5, F6
transaction	MCHP	Performance Stock Units	Award	$0	+828		$0.00	828	Jan 3, 2023	Common Stock	828		Direct	F5, F7
transaction	MCHP	Performance Stock Units	Award	$0	+828		$0.00	828	Jan 3, 2023	Common Stock	828		Direct	F5, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.
F2	The restricted stock units will vest in full on February 15, 2027 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.
F3	The restricted stock units will vest in full on February 17, 2025 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.
F4	The restricted stock units will vest in full on February 16, 2026 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.
F5	Each performance stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock.
F6	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 12 quarters ending December 31, 2025. 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 12 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 will vest on February 15, 2027 as long as the reporting person remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.
F7	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 December 31, 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 will vest on February 17, 2025 as long as the reporting person remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.
F8	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 12 quarters ending December 31, 2025. 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 12 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 will vest on February 16, 2026 as long as the reporting person remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest.