ANALOG DEVICES INC — Director's Dealing 2012

Sep 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2012-09-06

Reporting Person: Matson William R (VP, Worldwide Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-06	Comm Stock-$.16-2/3 value	M	13000.0000	$19.5700	Acquired	19825.0000	Direct
2012-09-06	Comm Stock-$.16-2/3 value	S	13000.0000	$39.9190	Disposed	6825.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-06	Non-Qualified Stock Option (right to buy)	$19.5700	M	13000.0000	Disposed	2019-01-05	Comm Stock-$.16-2/3 value (13000.0000)	Direct

Footnotes

F1: These shares were disposed of in an open market sale pursuant to a 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

F2: These shares were disposed of in multiple transactions on September 6, 2012 at actual sales prices ranging from $39.900 to $39.970 per share. The price reported reflects the weighted average sale price for the transactions. The reporting person undertakes to provide upon request by SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

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, 2009.