ANALOG DEVICES INC — Director's Dealing 2021

Sep 13, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2021-09-09

Reporting Person: DOLUCA TUNC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-09	Comm Stock - $.16-2/3 value	M	12951	—	Acquired	106768	Direct
2021-09-09	Comm Stock - $.16-2/3 value	M	18000	—	Acquired	124768	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-09	Restricted Stock Unit (RSU)	$0.0	M	12951	Disposed		Comm Stock - $.16-2/3 value (12951.0)	Direct
2021-09-09	Restricted Stock Unit (RSU)	$0.0	M	18000	Disposed		Comm Stock - $.16-2/3 value (18000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Comm Stock - $.16-2/3 value	623972	Indirect
Comm Stock - $.16-2/3 value	111057	Indirect

Footnotes

F1: On August 26, 2021, Analog Devices, Inc. ("ADI") completed its acquisition (the "Acquisition") of Maxim Integrated Products, Inc. ("Maxim"). At the time of the Acquisition the Reporting Person held Maxim Performance Shares, which converted to ADI time-based restricted stock units ("RSUs"), with the number of RSUs determined by multiplying the number of Performance Shares by a performance factor and a 0.63 exchange ratio. Under the terms of the applicable Performance Share Agreement and the Amended and Restated Change in Control Employee Severance Plan for U.S. Based Employees ("CIC Plan"), the Reporting Person's ADI RSUs vested in full upon his termination following consummation of the Acquisition, subject only to the Reporting Person's execution and non-revocation of a release pursuant to the terms of the CIC Plan. The Reporting Person delivered the release on September 9, 2021 at which time the RSUs vested in full.

F2: Per the terms of the Merger Agreement, the RSUs vest at the time determined in the original Performance Share award agreement, which was August 15, 2022. Vesting of the shares was accelerated under the CIC Plan in connection with the Reporting Person's termination and execution and non-revocation of a release following the consummation of the Acquisition.

F3: Per the terms of the Merger Agreement, the RSUs vest at the time determined in the original Performance Share award agreement, which was August 15, 2023. Vesting of the shares was accelerated under the CIC Plan in connection with the Reporting Person's termination and execution and non-revocation of a release following the consummation of the Acquisition.