ANALOG DEVICES INC — Director's Dealing 2021

Aug 31, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2021-08-26

Reporting Person: DOLUCA TUNC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-26	Comm Stock - $.16-2/3 value	A	93817	—	Acquired	93817	Direct
2021-08-26	Comm Stock - $.16-2/3 value	A	623972	—	Acquired	623972	Indirect
2021-08-26	Comm Stock - $.16-2/3 value	A	111057	—	Acquired	111057	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-26	Restricted Stock Unit (RSU)	$0.0	A	12951	Acquired		Comm Stock - $.16-2/3 value (12951.0)	Direct
2021-08-26	Restricted Stock Unit (RSU)	$0.0	A	18000	Acquired		Comm Stock - $.16-2/3 value (18000.0)	Direct

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 148,917 shares of Maxim common stock, including 38,626 restricted shares and 110,291 shares earned from Performance Shares that vested according to certain pre-established performance goals upon consummation of the Acquisition. In accordance with the Agreement and Plan of Merger (the "Merger Agreement") between ADI and Maxim, upon consummation of the Acquisition, the Reporting Person's 148,917 Maxim shares converted to 93,817 shares of ADI stock based on 0.63 exchange ratio.

F2: At the time of the Acquisition, the Reporting Person held 990,432 shares of Maxim common stock indirectly through a living trust. Those shares converted to 623,972 shares of ADI common stock based on the 0.63 exchange ratio.

F3: At the time of the Acquisition, the Reporting Person held 176,281 shares indirectly through an irrevocable trust. Those shares converted to 111,057 shares of ADI common stock based on the 0.63 exchange ratio.

F4: Per the terms of the Merger Agreement, upon consummation of the Acquisition, Performance Shares held by the Reporting Person converted to ADI time-based restricted stock units ("RSUs") for shares of ADI common stock, with the number of RSUs determined by multiplying the number of Performance Shares by a performance factor determined in accordance with the terms of the applicable Performance Share award agreement and the 0.63 exchange ratio.

F5: Per the terms of the Merger Agreement, the RSUs vest at the time determined in the original Performance Share award agreement. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of ADI common stock.