ANALOG DEVICES INC — Director's Dealing 2012

Mar 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2012-03-13

Reporting Person: SEVERINO PAUL J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-13	Non-Qualified Stock Option (right to buy)	$39.4200	A	8380.0000	Acquired	2022-03-13	Comm Stock-$.16-2/3 value (8380.0000)	Direct
2012-03-13	Restricted Stock Unit (RSU)	$0.0000	A	1610.0000	Acquired		Comm Stock-$.16-2/3 value (1610.0000)	Direct

Footnotes

F1: This option vests 100.00% on the earlier of the first anniversary of the original grant date, which was March 13, 2012, or the date of the Company's next Annual Meeting of Shareholders.

F2: This RSU vests 100.00% on the earlier of the first anniversary of the original grant date, which was March 13, 2012, or the date of the Company's next Annual Meeting of Shareholders. 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.