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ANALOG DEVICES INC Director's Dealing 2012

Mar 2, 2012

29843_dirs_2012-03-02_f329c4f0-d5d1-4e43-84e2-4e8142c79e38.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2012-02-29

Reporting Person: ROCHE VINCENT (VP, STRATEGIC MARKET SGMTS GRP)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-02-29 Comm Stock-$.16-2/3 value M 40000.0000 $19.5700 Acquired 40100.0000 Direct
2012-02-29 Comm Stock-$.16-2/3 value M 20000.0000 $19.8900 Acquired 60100.0000 Direct
2012-02-29 Comm Stock-$.16-2/3 value M 669.0000 $36.6200 Acquired 60769.0000 Direct
2012-02-29 Comm Stock-$.16-2/3 value S 669.0000 $39.4920 Disposed 60100.0000 Direct
2012-02-29 Comm Stock-$.16-2/3 value S 20000.0000 $39.3850 Disposed 40100.0000 Direct
2012-02-29 Comm Stock-$.16-2/3 value S 40000.0000 $39.4010 Disposed 100.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-02-29 Non-Qualified Stock Option (right to buy) $19.5700 M 40000.0000 Disposed 2019-01-05 Comm Stock-$.16-2/3 value (40000.0000) Direct
2012-02-29 Non-Qualified Stock Option (right to buy) $36.6200 M 669.0000 Disposed 2012-05-31 Comm Stock-$.16-2/3 value (669.0000) Direct
2012-02-29 Non-Qualified Stock Option (right to buy) $19.8900 M 20000.0000 Disposed 2012-09-24 Comm Stock-$.16-2/3 value (20000.0000) Direct

Footnotes

F1: These shares were disposed of in multiple transactions on February 29, 2012 at actual sales prices ranging from $39.350 to $39.450 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.

F2: These shares were disposed of in multiple transactions on February 29, 2012 at actual sales prices ranging from $39.350 to $39.505 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.

F4: This option vested 100.00% on the second anniversary of the original grant date, which was May 31, 2002. The option was fully vested on May 31, 2004 in accordance with its terms.

F5: This option vested in equal installments on the second, third, fourth and fifth anniversaries of the original grant date. The option was fully vested as of September 24, 2007 in accordance with its terms.