0000006281-22-000149.txt : 20220406 0000006281-22-000149.hdr.sgml : 20220406 20220406175919 ACCESSION NUMBER: 0000006281-22-000149 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220404 FILED AS OF DATE: 20220406 DATE AS OF CHANGE: 20220406 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jain Vivek CENTRAL INDEX KEY: 0001465733 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07819 FILM NUMBER: 22811605 MAIL ADDRESS: STREET 1: 120 SAN GABRIEL DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94086 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANALOG DEVICES INC CENTRAL INDEX KEY: 0000006281 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042348234 STATE OF INCORPORATION: MA FISCAL YEAR END: 1029 BUSINESS ADDRESS: STREET 1: ONE ANALOG WAY CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 7813294700 MAIL ADDRESS: STREET 1: ONE ANALOG WAY CITY: WILMINGTON STATE: MA ZIP: 01887 4 1 wf-form4_164928234329023.xml FORM 4 X0306 4 2022-04-04 0 0000006281 ANALOG DEVICES INC ADI 0001465733 Jain Vivek ONE ANALOG WAY WILMINGTON MA 01887 0 1 0 0 SVP, Global Operations Performance-Based Restricted Stock Unit 0.0 2022-04-04 4 A 0 11132 0 A Comm Stock - $.16-2/3 value 11132.0 11132 D Performance-Based Restricted Stock Unit 0.0 2022-04-04 4 A 0 7077 0 A Comm Stock - $.16-2/3 value 7077.0 7077 D Performance-Based Restricted Stock Unit 0.0 2022-04-04 4 A 0 11236 0 A Comm Stock - $.16-2/3 value 11236.0 11236 D The Restricted Stock Units granted to the Reporting Person on April 4, 2022 vest in equal installments on the first, second, third and fourth anniversaries of March 15, 2022. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company. 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 upon the vesting date. 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 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 March 15, 2025. 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, 2022. /s/ Shelly Shaw, Associate General Counsel, by Power of Attorney 2022-04-06 EX-24 2 jainpoa2.htm JAIN POA

      LIMITED POWER  OF  ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

         Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Janene Asgeirsson, Shelly Shaw, Jeanne Weinzierl, Margaret K. Seif, Rebecca Chang and Mark Devine signing singly and each acting
individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to:
         (1) prepare, execute and file on behalf of the undersigned Form ID in order to obtain access codes for the undersigned to permit filing on EDGAR;
         (2) prepare, execute and file on behalf of the undersigned all Fonns 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the United States Securities and Exchange Commission
as a result of the undersigned's ownership of or transactions in securities of Analog Devices, Inc. (the "Company"), in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act");
         (3) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release of information; and
         (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such fonn and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
         The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perfonn any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confinning all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming or relieving, nor is the Company assuming or relieving, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii)
any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section l 6(b) of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of January, 2022.


                        /s/ VIvek Jain
                        VIvek Jain