0000006281-24-000198.txt : 20241112 0000006281-24-000198.hdr.sgml : 20241112 20241112164031 ACCESSION NUMBER: 0000006281-24-000198 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241103 FILED AS OF DATE: 20241112 DATE AS OF CHANGE: 20241112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nakamura Katsufumi CENTRAL INDEX KEY: 0002044259 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07819 FILM NUMBER: 241449176 MAIL ADDRESS: STREET 1: C/O ANALOG DEVICES, INC. STREET 2: 1 ANALOG WAY CITY: WILMINGTON STATE: MA ZIP: 01887 FORMER NAME: FORMER CONFORMED NAME: Nakumura Katsufumi DATE OF NAME CHANGE: 20241107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ANALOG DEVICES INC CENTRAL INDEX KEY: 0000006281 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 042348234 STATE OF INCORPORATION: MA FISCAL YEAR END: 1102 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 3 1 wk-form3_1731447623.xml FORM 3 X0206 3 2024-11-03 0 0000006281 ANALOG DEVICES INC ADI 0002044259 Nakamura Katsufumi C/O ANALOG DEVICES, INC. 1 ANALOG WAY WILMINGTON MA 01887 0 1 0 0 SVP & Chief Customer Officer Comm Stock-$.16-2/3 value 2127.974 D Non-Qualified Stock Option (right to buy) 91.13 2028-03-29 Comm Stock-$.16-2/3 value 2490 D Non-Qualified Stock Option (right to buy) 108.08 2029-03-13 Comm Stock-$.16-2/3 value 2320 D Restricted Stock Unit 0 Comm Stock - $.16-2/3 value 309 D Restricted Stock Unit 0 Comm Stock - $.16-2/3 value 1114 D Performance-Based Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 236 D Performance-Based Restricted Stock Unit 0 Comm Stock - $.16-2/3 value 643 D Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 1396 D Performance-Based Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 536 D Performance-Based Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 208 D Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 1667 D Performance-Based Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 481 D Performance-Based Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 192 D This option is fully vested. The Restricted Stock Units (RSUs) granted to the Reporting Person on March 10, 2021 vest in equal installments on the first, second, third and fourth anniversaries of March 10, 2021. Upon each vesting date, each vested RSU shall automatically convert into one share of common stock. The RSUs 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 share of common stock. Each Performance-Based RSU represents the right to receive, following the 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 and Talent Committee, over a three-year performance period beginning on the grant date and ending on March 15, 2025 and vesting on March 29, 2025. Each Performance-Based RSU represents the right to receive, following the 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 and Talent 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. The RSUs granted to the Reporting Person on April 3, 2023 vest in equal installments on the first, second, third and fourth anniversaries of March 15, 2023. Upon each vesting date, each vested RSU shall automatically convert into one share of common stock. Each Performance-Based RSU represents the right to receive, following the 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 and Talent 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, 2023. Each Performance-Based RSU represents the right to receive, following the 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 TSR performance against the TSR of a defined comparator group of companies, as approved by the Company's Compensation and Talent Committee, over a three-year performance period beginning on March 15, 2023 and ending on March 15, 2026 and vesting on March 29, 2026. The RSUs granted to the Reporting Person on September 10, 2024 vest in equal installments on the first, second, third and fourth anniversaries of August 15, 2024. Upon each vesting date, each vested RSU shall automatically convert into one share of common stock. Each Performance-Based RSU represents the right to receive, following the 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 and Talent Committee, over a three-year performance period beginning on the first day of the third quarter of the Company's fiscal year 2024 and ending on the last day of the second quarter of the Company's fiscal year 2027, and vesting on August 29, 2027. Each Performance-Based RSU represents the right to receive, following the 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 TSR performance against the TSR of a defined comparator group of companies, as approved by the Company's Compensation and Talent Committee, over a three-year performance period beginning on August 15, 2024 and ending on August 15, 2027, and vesting on August 29, 2027. /s/ Shelly Shaw, General Counsel, by Power of Attorney 2024-11-12