SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Jain Vivek

(Last)

(First)

(Middle)

ONE ANALOG WAY

(Street)

WILMINGTON

01887

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2021

3. Issuer Name and Ticker or Trading Symbol
ANALOG DEVICES INC [ ADI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Global Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Comm Stock - $.16-2/3 value	30,545⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit (RSU)	08/15/2022	⁽²⁾	Comm Stock - $.16-2/3 value	3,053	$0.0	D
Restricted Stock Unit (RSU)	08/15/2023	⁽³⁾	Comm Stock - $.16-2/3 value	4,101	$0.0	D
Restricted Stock Unit (RSU)	02/15/2025	⁽⁴⁾	Comm Stock - $.16-2/3 value	9,158	$0.0	D
Performance-Based Restricted Stock Unit	10/25/2023	⁽⁵⁾	Comm Stock - $.16-2/3 value	11,332	$0.0	D

Explanation of Responses:

1. Consists of 24,791 shares directly held by the Reporting Person and 5,745 shares of Restricted Stock Awards that vest in equal installments on February 15, 2024, May 15, 2024, August 15, 2024 and November 15, 2024.

2. The Restricted Stock Units (RSUs) granted to the Reporting Person on September 4, 2018 by Maxim Integrated Products, Inc. vest in full on August 15, 2022. Upon the vesting date, each vested RSU automatically converts into one (1) share of common stock of the Company.

3. The Restricted Stock Units (RSUs) granted to the Reporting Person on September 3, 2019 by Maxim Integrated Products, Inc. vest in full on August 15, 2023. Upon the vesting date, each vested RSU automatically converts into one (1) share of common stock of the Company.

4. The Restricted Stock Units (RSUs) granted to the Reporting Person on August 24, 2021 vest in equal installments on February 15, 2025, May 15, 2025, August 15, 2025 and November 15, 2025. Upon each vesting date, each vested RSU automatically converts into one (1) share of common stock of the Company.

5. 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).

Remarks:

	/s/ Shelly Shaw, Associate General Counsel, by Power of Attorney	01/27/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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