ANALOG DEVICES INC — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2014-02-03

Reporting Person: ROCHE VINCENT (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Comm Stock-$.16-2/3 value	M	8000.0000	$19.5700	Acquired	24723.0000	Direct
2014-02-03	Comm Stock-$.16-2/3 value	S	8000.0000	$47.8990	Disposed	16723.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-03	Non-Qualified Stock Option (right to buy)	$19.5700	M	8000.0000	Disposed	2019-01-05	Comm Stock-$.16-2/3 value (8000.0000)	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 February 3, 2014 at actual sales prices ranging from $47.710 to $48.240 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 vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 5, 2009.