01/06/2025 | Press release | Distributed by Public on 01/06/2025 16:00
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 | (1) | 01/02/2025 | A | 5,494 | (2) | (2) | Common Stock | 5,494 | $ 0 | 5,494 | D | ||||
Performance Stock Units | (3) | 01/02/2025 | A | 5,494 | (4) | (4) | Common Stock | 5,494 | $ 0 | 5,494 | D | ||||
Restricted Stock Units | (1) | 01/02/2025 | A | 1,472 | (5) | (5) | Common Stock | 1,472 | $ 0 | 1,472 | D | ||||
Performance Stock Units | (3) | 01/02/2025 | A | 1,473 | (6) | (6) | Common Stock | 1,473 | $ 0 | 1,473 | D | ||||
Restricted Stock Units | (1) | 01/02/2025 | A | 314 | (7) | (7) | Common Stock | 314 | $ 0 | 314 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SIMONCIC RICHARD J C/O MICROCHIP TECHNOLOGY INCORPORATED 2355 WEST CHANDLER BOULEVARD CHANDLER, AZ 85224-6199 |
CHIEF OPERATING OFFICER |
Deborah L. Wussler, as Attorney-in-Fact | 01/06/2025 |
**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) | Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock. |
(2) | The restricted stock units will vest in full on February 15, 2029 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest. |
(3) | Each performance stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock. |
(4) | 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, 2027. 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 25.0% 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, 2029 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. |
(5) | The restricted stock units will vest in full on February 15, 2028 as long as the individual remains a service provider through the vesting date. Vested shares will be 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 Microchip's cumulative non-GAAP operating margin over a period of 12 quarters ending December 31, 2027. 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 25.0% 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, 2028 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. |
(7) | The restricted stock units will vest in full on November 15, 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. |