ANALOG DEVICES INC — Director's Dealing 2014

Dec 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2014-12-01

Reporting Person: SEIF MARGARET K (SVP, Gen Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-01	Comm Stock-$.16-2/3 value	M	1000.0000	$39.7900	Acquired	11368.0000	Direct
2014-12-01	Comm Stock-$.16-2/3 value	M	1000.0000	$19.5700	Acquired	12368.0000	Direct
2014-12-01	Comm Stock-$.16-2/3 value	S	3000.0000	$54.6990	Disposed	9368.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-01	Non-Qualified Stock Option (right to buy)	$19.5700	M	1000.0000	Disposed	2019-01-05	Comm Stock-$.16-2/3 value (1000.0000)	Direct
2014-12-01	Non-Qualified Stock Option (right to buy)	$39.7900	M	1000.0000	Disposed	2022-03-15	Comm Stock-$.16-2/3 value (1000.0000)	Direct

Footnotes

F1: These shares were disposed of in multiple transactions on December 1, 2014 at actual sales prices ranging from $54.670 to $54.744 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: This option vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 5, 2009.

F3: 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.