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ANALOG DEVICES INC Director's Dealing 2014

Mar 5, 2014

29843_dirs_2014-03-05_548620c1-65a6-4204-90c0-d369c617bba1.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: 2014-03-04

Reporting Person: MARSHALL ROBERT R (VP, WORLDWIDE MFG.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-03-04 Comm Stock-$.16-2/3 value M 65000.0000 $37.7000 Acquired 77553.0000 Direct
2014-03-04 Comm Stock-$.16-2/3 value M 50000.0000 $39.4400 Acquired 127553.0000 Direct
2014-03-04 Comm Stock-$.16-2/3 value M 675.0000 $37.0400 Acquired 128228.0000 Direct
2014-03-04 Comm Stock-$.16-2/3 value M 517.0000 $48.4100 Acquired 128745.0000 Direct
2014-03-04 Comm Stock-$.16-2/3 value S 116192.0000 $51.2420 Disposed 12553.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-03-04 Non-Qualified Stock Option (right to buy) $48.4100 M 517.0000 Disposed 2014-06-01 Comm Stock-$.16-2/3 value (517.0000) Direct
2014-03-04 Non-Qualified Stock Option (right to buy) $37.0400 M 675.0000 Disposed 2015-06-01 Comm Stock-$.16-2/3 value (675.0000) Direct
2014-03-04 Non-Qualified Stock Option (right to buy) $39.4400 M 50000.0000 Disposed 2015-12-06 Comm Stock-$.16-2/3 value (50000.0000) Direct
2014-03-04 Non-Qualified Stock Option (right to buy) $37.7000 M 65000.0000 Disposed 2014-12-07 Comm Stock-$.16-2/3 value (65000.0000) Direct

Footnotes

F1: These shares were disposed of in multiple transactions on March 4, 2014 at actual sales prices ranging from $51.040 to $51.396 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 100.00% on the second anniversary of the original grant date, which was June 1, 2004.

F3: This option vested 100.00% on July 30, 2005.

F4: This option vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was December 6, 2005.

F5: This option vested in equal installments on the third, fourth and fifth anniversaries the original grant date, which was December 7, 2004.