ANALOG DEVICES INC — Director's Dealing 2012

Nov 7, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Meaney Richard (VP, Products & Technology Grou)

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 (40000.0000)		Direct
Non-Qualified Stock Option (right to buy)	$29.9100	2018-01-03	Comm Stock-$.16-2/3 value (30000.0000)		Direct
Non-Qualified Stock Option (right to buy)	$31.6200	2020-01-05	Comm Stock-$.16-2/3 value (20020.0000)		Direct
Non-Qualified Stock Option (right to buy)	$33.4100	2017-01-04	Comm Stock-$.16-2/3 value (30000.0000)		Direct
Non-Qualified Stock Option (right to buy)	$37.0400	2015-06-01	Comm Stock-$.16-2/3 value (353.0000)		Direct
Non-Qualified Stock Option (right to buy)	$37.3800	2013-06-02	Comm Stock-$.16-2/3 value (323.0000)		Direct
Non-Qualified Stock Option (right to buy)	$37.5200	2021-01-04	Comm Stock-$.16-2/3 value (21200.0000)		Direct
Non-Qualified Stock Option (right to buy)	$37.7000	2014-12-07	Comm Stock-$.16-2/3 value (30000.0000)		Direct
Non-Qualified Stock Option (right to buy)	$38.5600	2022-10-15	Comm Stock-$.16-2/3 value (36000.0000)		Direct
Non-Qualified Stock Option (right to buy)	$39.4400	2015-12-06	Comm Stock-$.16-2/3 value (30000.0000)		Direct
Non-Qualified Stock Option (right to buy)	$39.7900	2022-03-15	Comm Stock-$.16-2/3 value (19350.0000)		Direct
Non-Qualified Stock Option (right to buy)	$45.2700	2013-12-10	Comm Stock-$.16-2/3 value (30000.0000)		Direct
Non-Qualified Stock Option (right to buy)	$48.4100	2014-06-01	Comm Stock-$.16-2/3 value (261.0000)		Direct
Restricted Stock Unit (RSU)	$0.0000		Comm Stock-$.16-2/3 value (4860.0000)		Direct
Restricted Stock Unit (RSU)	$0.0000		Comm Stock-$.16-2/3 value (5405.0000)		Direct
Restricted Stock Unit (RSU)	$0.0000		Comm Stock-$.16-2/3 value (3825.0000)		Direct
Restricted Stock Unit (RSU)	$0.0000		Comm Stock-$.16-2/3 value (6250.0000)		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 vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 3, 2008.

F3: 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.

F4: This option vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 4, 2007.

F5: This option vested 100.00% on July 30, 2005.

F6: This option vested 100.00% on the second anniversary of the original grant date, which was June 2, 2003.

F7: 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.

F8: This option vested in equal installments on the third, fourth and fifth anniversaries of the original grant date, which was December 7, 2004.

F9: This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was October 15, 2012.

F10: This option vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was December 6, 2005.

F11: 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.

F12: This option vested in equal installments on the third, fourth and fifth anniversaries of the original grant date, which was December 10, 2003.

F13: This option vested 100.00% on the second anniversary of the original grant date, which was June 1, 2004.

F14: 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.

F15: 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.

F16: 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.

F17: The Restricted Stock Units granted to the reporting person on October 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.