ANALOG DEVICES INC — Director's Dealing 2012

Mar 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2012-03-15

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-15	Non-Qualified Stock Option (right to buy)	$39.7900	A	73610.0000	Acquired	2022-03-15	Comm Stock-$.16-2/3 value (73610.0000)	Direct
2012-03-15	Restricted Stock Unit (RSU)	$0.0000	A	14540.0000	Acquired		Comm Stock-$.16-2/3 value (14540.0000)	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 March 15, 2012.

F2: 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.