ANALOG DEVICES INC — Director's Dealing 2019

Mar 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2019-03-13

Reporting Person: Cotter Martin (SVP, WW Sales & Dig MKTG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-14	Comm Stock - $.16-2/3 value	S	1244	$108.39	Disposed	173	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-13	Non-Qualified Stock Option (right to buy)	$108.08	A	10164	Acquired	2029-03-13	Comm Stock - $.16-2/3 value (10164.0)	Direct
2019-03-13	Restricted Stock Unit (RSU)	$0.0	A	2295	Acquired		Comm Stock - $.16-2/3 value (2295.0)	Direct
2019-03-13	Performance-Based Restricted Stock Unit	$0.0	A	2295	Acquired		Comm Stock - $.16-2/3 value (2295.0)	Direct
2019-03-13	Performance-Based Restricted Stock Unit	$0.0	A	2295	Acquired		Comm Stock - $.16-2/3 value (2295.0)	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: This option vests in equal installments on the first, second, third, and fourth anniversaries of the Original Grant Date, which was March 13, 2019.

F3: The Restricted Stock Units granted to the Reporting Person on March 13, 2019 (the "Original Grant Date") vest in equal installments on the first, second, third and fourth anniversaries of the Original Grant Date. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.

F4: 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 relating to the Company's relative total shareholder return (TSR) performance against the median TSR of a defined comparator group of companies, 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.

F5: 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.

F6: Each Performance-Based 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 relating to the Company's financial performance, as approved by the Company's Compensation Committee, over a one-year performance period, two-year cumulative performance period and three-year cumulative performance period, and vesting on the third anniversary of the grant date.

F7: 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 on the third anniversary of the grant date.