11/19/2024 | Press release | Distributed by Public on 11/19/2024 15:42
FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $62.86 | 11/15/2024 | M | 12,276 | (5) | (5) | Common Stock | 12,276 | $ 0 | 0 | D | ||||
Performance Stock Units | $62.86 | 11/15/2024 | M | 11,868 | (6) | (6) | Common Stock | 11,868 | $ 0 | 0 | D | ||||
Restricted Stock Units | $62.86 | 11/15/2024 | M | 1,858 | (5) | (5) | Common Stock | 1,858 | $ 0 | 0 | D | ||||
Performance Stock Units | $62.86 | 11/15/2024 | M | 2,880 | (7) | (7) | Common Stock | 2,880 | $ 0 | 0 | D |
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 | CHAIR OF THE BOARD |
Deborah L. Wussler, as Attorney-in-Fact | 11/19/2024 |
**Signature of Reporting Person | Date |
* | 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 10,123,740 shares held, 4,217,868 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
(2) | Of the 10,135,608 shares held, 4,229,736 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
(3) | Of the 10,137,466 shares held, 4,231,594 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
(4) | Of the 10,140,346 shares held, 4,234,474 shares were held by The Sanghi Trust; and 5,905,872 shares were held by The Sanghi Family Limited Partnership. |
(5) | The restricted stock units vested in full on November 15, 2024. Vested shares were delivered to the reporting person upon vest. |
(6) | 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. |
(7) | 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. |