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ANALOG DEVICES INC Director's Dealing 2008

Jun 16, 2008

29843_dirs_2008-06-16_533b9d85-0761-43cd-844a-3e4a0d2b5b01.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2008-06-13

Reporting Person: FISHMAN JERALD (Director, PRESIDENT & CEO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-06-13 Non-Qualified Stock Option (right to buy) $28.75 D 600000 Disposed 2009-12-30 Comm Stock-$.16-2/3 value (600000) Direct
2008-06-13 Non-Qualified Stock Option (right to buy) $28.97 A 600000 Acquired 2009-12-30 Comm Stock-$.16-2/3 value (600000) Direct
2008-06-13 Non-Qualified Stock Option (right to buy) $39.06 D 13964 Disposed 2011-07-18 Comm Stock-$.16-2/3 value (13964) Direct
2008-06-13 Non-Qualified Stock Option (right to buy) $48.27 A 13964 Acquired 2011-07-18 Comm Stock-$.16-2/3 value (13964) Direct

Footnotes

F1: The two reported transactions involved the repricing of an outstanding stock option originally granted on November 30, 1999, pursuant to the settlement by the issuer and the reporting person with the SEC of the SEC's investigation into the issuer's stock option granting practices, resulting in the deemed cancellation of the original option and the grant of a replacement option for the purposes of Section 16. The option is fully vested in accordance with its terms.

F2: This is a vesting schedule. 33.33% vests three, four and five years from the original grant date. The option is fully vested in accordance with its terms.

F3: The two reported transactions involved the repricing of an outstanding stock option originally granted on July 18, 2001, pursuant to the settlement by the issuer and the reporting person with the SEC of the SEC's investigation into the issuer's stock option granting practices, resulting in the deemed cancellation of the original option and the grant of a replacement option for the purposes of Section 16. The option is fully vested in accordance with its terms.

F4: This is a vesting schedule. 50% vests one and two years from the original grant date. The option is fully vested in accordance with its terms.