ANALOG DEVICES INC — Director's Dealing 2009

Oct 1, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2009-09-28

Reporting Person: Brennan Seamus M. (VP, Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	6545	Acquired	2011-09-28	Comm Stock-$.16-2/3 value (6545)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	2941	Acquired	2011-09-28	Comm Stock-$.16-2/3 value (2941)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	932	Acquired	2011-09-28	Comm Stock-$.16-2/3 value (932)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	169	Acquired	2011-09-28	Comm Stock-$.16-2/3 value (169)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	166	Acquired	2011-09-28	Comm Stock-$.16-2/3 value (166)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	11333	Acquired	2014-09-28	Comm Stock-$.16-2/3 value (11333)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	8000	Acquired	2014-09-28	Comm Stock-$.16-2/3 value (8000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	6800	Acquired	2014-09-28	Comm Stock-$.16-2/3 value (6800)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	317	Acquired	2014-09-28	Comm Stock-$.16-2/3 value (317)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$28.02	A	141	Acquired	2014-09-28	Comm Stock-$.16-2/3 value (141)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$39.06	D	2564	Disposed	2011-07-18	Comm Stock-$.16-2/3 value (2564)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$44.5	D	25000	Disposed	2010-12-10	Comm Stock-$.16-2/3 value (25000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$36.62	D	467	Disposed	2012-05-31	Comm Stock-$.16-2/3 value (467)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$41.05	D	18000	Disposed	2012-01-22	Comm Stock-$.16-2/3 value (18000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$37.38	D	458	Disposed	2013-06-02	Comm Stock-$.16-2/3 value (458)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$37.04	D	476	Disposed	2015-06-01	Comm Stock-$.16-2/3 value (476)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$48.41	D	354	Disposed	2014-06-01	Comm Stock-$.16-2/3 value (354)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$39.44	D	12000	Disposed	2015-12-06	Comm Stock-$.16-2/3 value (12000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$45.27	D	17000	Disposed	2013-12-10	Comm Stock-$.16-2/3 value (17000)	Direct
2009-09-28	Non-Qualified Stock Option (right to buy)	$37.7	D	17000	Disposed	2014-12-07	Comm Stock-$.16-2/3 value (17000)	Direct

Footnotes

F1: On September 28, 2009, as part of the Option Exchange, the issuer cancelled, pursuant to the issuer's stockholder approved option exchange program (the "Option Exchange"), an option granted to the reporting person on January 22, 2002, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 6,545 shares with an exercise price of $28.02 that vests in full on the first anniversary of the date of grant.

F2: On September 28, 2009, the issuer cancelled an option granted to the reporting person on November 10, 2000, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 2,941 shares with an exercise price of $28.02 that vests in full on the first anniversary of the date of grant.

F3: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on July 18, 2001, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 932 shares with an exercise price of $28.02 that vests in full on the first anniversary of the date of grant.

F4: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on May 31, 2002, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 169 shares with an exercise price of $28.02 that vests in full on the first anniversary of the date of grant.

F5: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on June 2, 2003, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 166 shares with an exercise price of $28.02 that vests in full on the first anniversary of the date of grant.

F6: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on December 7, 2004. In exchange for the cancelled option, the reporting person received an option for 11,333 shares with an exercise price of $28.02 that vests in three equal annual installments from the grant date.

F7: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on December 6, 2005, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 8,000 shares with an exercise price of $28.02 that vests in three equal annual installments from the grant date.

F8: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on December 10, 2003, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 6,800 shares with an exercise price of $28.02 that vests in three equal annual installments from the grant date.

F9: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on June 1, 2005, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 317 shares with an exercise price of $28.02 that vests in three equal annual installments from the grant date.

F10: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on June 1, 2004, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 141 shares with an exercise price of $28.02 that vests in three equal annual installments from the grant date.

F11: This option vested in two equal installments on the first and second anniversary of the grant date.

F12: This option provided for vesting in three equal annual installments on the third, fourth and fifth anniversary of the grant date.

F13: This option vested in full on the second anniversary of the grant date.

F14: On September 28, 2009, as part of the Option Exchange, the issuer cancelled an option granted to the reporting person on January 22, 2002, which had vested in full. In exchange for the cancelled option, the reporting person received an option for 6,545 shares with an exercise price of $28.02 that vests in full on the first anniversary of the date of grant.

F15: This option vested in full on July 30, 2005.

F16: This option provides for vesting in five equal annual installments on the first five anniversaries of the grant date.