ANALOG DEVICES INC — Director's Dealing 2021

Mar 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANALOG DEVICES INC (ADI)
CIK: 0000006281
Period of Report: 2021-03-15

Reporting Person: Sacks Anelise Angelino (SVP, Chief Customer Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-15	Non-Qualified Stock Option (right to buy)	$151.0	A	8366	Acquired	2031-03-10	Comm Stock - $.16-2/3 value (8366.0)	Direct
2021-03-15	Restricted Stock Unit (RSU)	$0.0	A	2289	Acquired		Comm Stock - $.16-2/3 value (2289.0)	Direct
2021-03-15	Performance-Based Restricted Stock Unit	$0.0	A	2289	Acquired		Comm Stock - $.16-2/3 value (2289.0)	Direct
2021-03-15	Performance-Based Restricted Stock Unit	$0.0	A	2289	Acquired		Comm Stock - $.16-2/3 value (2289.0)	Direct
2021-03-15	Performance-Based Restricted Stock Unit	$0.0	A	11377	Acquired		Comm Stock - $.16-2/3 value (11377.0)	Direct

Footnotes

F1: This option vests in equal installments on the first, second, third and fourth anniversaries of March 15, 2021.

F2: The Restricted Stock Units granted to the Reporting Person on March 15, 2021 (the "Original Grant Date") vest in equal installments on the first, second, third and fourth anniversaries 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.

F3: 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.

F4: 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 15 days after the grant date.

F5: 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 March 15, 2021.

F6: 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 March 15, 2021.

F7: 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 successful integration of Maxim Integrated Products, Inc. (Maxim) and achievement of the Company's synergy goals, as approved by the Company's Compensation Committee, over a performance period from December 15, 2020 until the two-year anniversary of the closing of the Maxim acquisition (Performance Period).

F8: 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 60th day following the Performance Period. If the Maxim acquisition does not close, the Performance-Based RSUs will be cancelled.