ANALOG DEVICES INC — Director's Dealing 2015

Mar 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2015-03-11

Reporting Person: Hess Rick D (SVP, Comm & Automotive Group)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-11	Non-Qualified Stock Option (right to buy)	$57.2900	A	32480.0000	Acquired	2025-03-11	Comm Stock-$.16-2/3 value (32480.0000)	Direct
2015-03-11	Performance-Based Restricted Stock Unit	$0.0000	A	6265.0000	Acquired		Comm Stock-$.16-2/3 value (6265.0000)	Direct
2015-03-11	Restricted Stock Unit (RSU)	$0.0000	A	6265.0000	Acquired		Comm Stock-$.16-2/3 value (6265.0000)	Direct

Footnotes

F1: This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 11, 2015.

F2: Each Performance-Based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters, as approved by the Company's Compensation Committee, over a three-year performance period beginning on the grant date and ending on the third anniversary of the grant date.

F3: Unless earlier forfeited under the terms of the Performance-Based RSU, each Performance-Based RSU vests and converts into no more than 200% of one share of common stock of the Company three years and 14 days after the grant date.

F4: The Restricted Stock Units granted to the Reporting Person on March 11, 2015 (the "Original Grant Date") vest 100% on the third anniversary of the Original Grant Date. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.