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ANALOG DEVICES INC Director's Dealing 2010

Feb 18, 2010

29843_dirs_2010-02-18_d5981f2d-7798-4b4c-972c-0d23d4447719.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: 2010-02-17

Reporting Person: Zinsner David (Vice President, Finance & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-02-17 Comm Stock-$.16-2/3 value M 7000 Acquired 7000 Direct
2010-02-17 Comm Stock-$.16-2/3 value F 2277 $28.38 Disposed 4723 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-02-17 Restricted Stock Unit (RSU) $0 M 7000 Disposed Comm Stock-$.16-2/3 value (7000) Direct

Footnotes

F1: Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company. Notwithstanding, the Company may elect, in its sole discretion, to deliver cash in lieu of shares of common stock, in an amount equal to the closing price of the common stock on the NYSE on the vesting date.

F2: These shares are being surrendered to satisfy a tax withholding obligation upon vesting of restricted stock units originally granted on February 17, 2009.

F3: This award shall vest in five equal installments on the first, second, third, fourth and fifth anniversaries of the grant date.

F4: Not Applicable