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ANALOG DEVICES INC Director's Dealing 2012

Nov 7, 2012

29843_dirs_2012-11-07_87078848-0e44-4d4d-b952-04747b82bc31.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2012-11-05

Reporting Person: Wessel Thomas (VP, Worldwide Sales)

Holdings (Non-Derivative)

Security Shares Ownership
No Non-Derivative Securities are Beneficially Owned 0.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Non-Qualified Stock Option (right to buy) $19.5700 2019-01-05 Comm Stock-$.16-2/3 value (5200.0000) Direct
Non-Qualified Stock Option (right to buy) $28.0200 2014-09-28 Comm Stock-$.16-2/3 value (16222.0000) Direct
Non-Qualified Stock Option (right to buy) $29.9100 2018-01-03 Comm Stock-$.16-2/3 value (11000.0000) Direct
Non-Qualified Stock Option (right to buy) $31.6200 2020-01-05 Comm Stock-$.16-2/3 value (9000.0000) Direct
Non-Qualified Stock Option (right to buy) $37.5200 2021-01-04 Comm Stock-$.16-2/3 value (9540.0000) Direct
Non-Qualified Stock Option (right to buy) $39.7900 2022-03-15 Comm Stock-$.16-2/3 value (22080.0000) Direct
Restricted Stock Unit (RSU) $0.0000 Comm Stock-$.16-2/3 value (2190.0000) Direct
Restricted Stock Unit (RSU) $0.0000 Comm Stock-$.16-2/3 value (2430.0000) Direct
Restricted Stock Unit (RSU) $0.0000 Comm Stock-$.16-2/3 value (4360.0000) Direct
Restricted Stock Unit (RSU) $0.0000 Comm Stock-$.16-2/3 value (3334.0000) Direct

Footnotes

F1: This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 5, 2009.

F2: This option vested in equal installments on the first, second and third anniversaries the original grant date, which was September 28, 2009.

F3: This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 3, 2008.

F4: This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 5, 2010.

F5: This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 4, 2011.

F6: This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 15, 2012.

F7: The Restricted Stock Units granted to the reporting person on January 4, 2011 (the "Original Grant Date") vest 100% on the third anniversary of the Original Grant Date. Upon the 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 each share of common stock, in an amount equal to the closing price of the common stock on the vesting date.

F8: The Restricted Stock Units granted to the reporting person on January 5, 2010 (the "Original Grant Date") vest 100% on the third anniversary of the Original Grant Date. Upon the 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 each share of common stock, in an amount equal to the closing price of the common stock on the vesting date.

F9: The Restricted Stock Units granted to the reporting person on March 15, 2012 (the "Original Grant Date") vest 100% on the third anniversary of the Original Grant Date. Upon the 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 each share of common stock, in an amount equal to the closing price of the common stock on the vesting date.

F10: The Restricted Stock Units granted to the reporting person on March 17, 2008 (the "Original Grant Date") vests 100% on the fifth anniversary of the Original Grant Date. Upon the 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 each share of common stock, in an amount equal to the closing price of the common stock on the vesting date.