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ANALOG DEVICES INC Director's Dealing 2013

Jan 17, 2013

29843_dirs_2013-01-17_46f8c343-20fa-438f-ab49-87ac12faed89.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: 2013-01-15

Reporting Person: FISHMAN JERALD (Director, CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-15 Comm Stock-$.16-2/3 value M 160000.0000 $0.0000 Acquired 511348.0000 Direct
2013-01-15 Comm Stock-$.16-2/3 value F 72403.0000 $42.0200 Disposed 438945.0000 Direct
2013-01-16 Comm Stock-$.16-2/3 value S 40000.0000 $41.9750 Disposed 398945.0000 Direct
2013-01-17 Comm Stock-$.16-2/3 value S 20000.0000 $42.7500 Disposed 378945.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-01-15 Restricted Stock Unit (RSU) $ M 160000.0000 Disposed Comm Stock-$.16-2/3 value (160000.0000) 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 January 16, 2013 at actual sales prices ranging from $41.720 to $42.070 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: These shares were disposed of in multiple transactions on January 17, 2013 at actual sales prices ranging from $42.500 to $43.000 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.

F4: Upon the vesting date, each vested RSU automatically converted into one (1) share of common stock of the Company.

F5: The Restricted Stock Units granted to the reporting person on January 15, 2010 (the "Original Grant Date") vested 100% on the third anniversary of the Original Grant Date.