EX-99.3

Pursuant to that certain Agreement and Plan of Merger dated as of January 19, 2016 (the “Merger Agreement”), by and among Microchip Technology Incorporated (“Microchip”), Hero Acquisition Corporation (“Merger Sub”), and Atmel Corporation (“Atmel”), Microchip is acquiring Atmel through a merger of Merger Sub with and into Atmel. Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement. As a result of the Merger, at the Effective Time each holder of outstanding shares of common stock of Atmel will receive the Merger Consideration. In order to receive the Merger Consideration, please complete and sign this letter of transmittal, and return it, together with your stock certificates if your shares of Atmel common stock are certificated, to one of the addresses at the bottom of the last page of this letter of transmittal. Please note that the signature provided must reflect the exact name shown on the stock certificate.

In connection with the Merger, the undersigned, as registered holder of the Atmel common stock represented by the attached certificate(s), hereby surrenders the attached certificate(s) in exchange for $[●] in cash and [●] of a share of Microchip common stock for each share of Atmel common stock.

All stockholders must complete Boxes A, B, and G. Please also read the “General Instructions” on page 2.

Please remember to complete and sign the Substitute Form W-9 in Box G on the next page or, if applicable, the enclosed W-8BEN form.

Certification: Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (as defined in the instructions below), and

Social Security Number

Employer Identification Number

4. The FATCA code entered on this form (if any) indicating that the payee is exempt from FATCA reporting is correct. (No FATCA reporting code is required for accounts maintained In the United States.)

FATCA Exemption Reporting Code: (Codes are available with the official IRS Form W-9 found at www.irs.gov.)

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

Required: Check appropriate box for federal tax classification:

¨ Individual/sole proprietor ¨ C Corporation ¨ S Corporation ¨ Partnership ¨ Trust/estate

¨ Limited liability company. Enter tax classification (C=C corporation, S=S corporation, P=partnership):

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Signature: Date:

NOTICE TO NON-RESIDENT ALIEN INDIVIDUALS OR FOREIGN ENTITIES (e.g. foreign corporation, partnership or trusts): DO NOT COMPLETE THE ABOVE SUBSTITUTE FORM W-9. NRA INDIVIDUALS MAY COMPLETE THE ENCLOSED FORM W-8BEN, OR OBTAIN ONE AT www.irs.gov OR CALL 877-536-3552 FOR COPY OF FORM W-8BEN. FOREIGN ENTITIES NEED TO COMPLETE THE APPLICABLE TYPE OF FORM W-8 (REVISED AS OF 2014) AND RETURN THAT CERTIFICATION OF FOREIGN TAX STATUS. FAILURE TO DO SO COULD SUBJECT YOU TO U.S. FEDERAL BACKUP WITHHOLDING OF EITHER 28% OR 30% OF THE REPORTABLE/WITHHOLDABLE AMOUNT.

YOUR GUARANTOR (BANK/BROKER) WILL REQUIRE PROOF OF YOUR AUTHORITY TO ACT. CONSULT YOUR GUARANTOR FOR THEIR SPECIFIC REQUIREMENTS. YOU OR YOUR GUARANTOR MAY ACCESS THE SECURITIES TRANSFER ASSOCIATION (STA) RECOMMENDED REQUIREMENTS ON-LINE AT www.stai.org.

Tax implications apply to the registered stockholder (i.e., person identified in Box E) at the time of transfers unless Gift or Inheritance rules apply. For tax-related information or questions, contact your tax advisor.

Tax implications apply to the registered stockholder (i.e., person identified of Box E) at the time of the transfer unless Gift or Inheritance rules apply. For tax-related information or questions, contact your tax advisor.

For additional information please contact our Shareowner Relations Department at 1-877-536-3552, or from outside the United States at 651-450-4064.


BOX A – Signature of Registered Stockholders	BOX B – Certificate(s) Enclosed
(Must be signed by all registered stockholders; include legal capacity if signing on behalf of an entity)	Certificate Number(s) (Attach additional signed list, if necessary)	Number of Shares Represented by Each Certificate

Signature

Signature

Telephone Number	Total Shares Surrendered:


BOX C – New Registration Instructions		BOX D – One Time Delivery Instructions
To be completed *ONLY* if the shares are to be issued in the name(s) of someone other than the registered holder(s) in Box E. ISSUE TO:		To be completed *ONLY* if the shares are to be delivered to an address other than that listed in Box E. MAIL TO:

Name		Name
Street Address		Street Address
City, State and Zip Code		City, State and Zip Code


BOX E – Name and Address of Registered Holder(s)		BOX F – Medallion Guarantee
Please make any address corrections below		If you have completed Box C, your signature must be *Medallion Guaranteed* by an eligible financial institution.
¨ indicates permanent address change

		Note: A notarization by a notary public is not acceptable