0000006281-24-000206.txt : 20241210 0000006281-24-000206.hdr.sgml : 20241210 20241210162552 ACCESSION NUMBER: 0000006281-24-000206 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241201 FILED AS OF DATE: 20241210 DATE AS OF CHANGE: 20241210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cotter Martin CENTRAL INDEX KEY: 0001685760 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07819 FILM NUMBER: 241538819 MAIL ADDRESS: STREET 1: ONE ANALOG WAY CITY: WILMINGTON STATE: MA ZIP: 01887 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_1733865945.xml FORM 3 X0206 3 2024-12-01 0 0000006281 ANALOG DEVICES INC ADI 0001685760 Cotter Martin ONE ANALOG WAY WILMINGTON MA 01887 0 1 0 0 SVP, Vertical Business Units Comm Stock-$.16-2/3 value 42451.897 D Non-Qualified Stock Option (right to buy) 83.48 2027-03-08 Comm Stock - $.16-2/3 value 17594 D Non-Qualified Stock Option (right to buy) 91.13 2028-03-29 Comm Stock - $.16-2/3 value 20552 D Non-Qualified Stock Option (right to buy) 108.08 2029-03-13 Comm Stock - $.16-2/3 value 10164 D Non-Qualified Stock Option (right to buy) 108.08 2029-03-13 Comm Stock - $.16-2/3 value 7512 D Non-Qualified Stock Option (right to buy) 94.41 2030-03-11 Comm Stock - $.16-2/3 value 24232 D Non-Qualified Stock Option (right to buy) 147.11 2031-03-10 Comm Stock - $.16-2/3 value 14158 D Restricted Stock Unit 0 Comm Stock - $.16-2/3 value 969 D Performance-Based Restricted Stock Unit 0 Comm Stock - $.16-2/3 value 6742 D Performance-Based Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 4246 D Restricted Stock Unit 0 Comm Stock - $.16-2/3 value 3340 D Performance-Based Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 6285 D Performance-Based Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 4180 D Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 4674 D Performance-Based Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 5882 D Performance-Based Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 4015 D Restricted Stock Unit 0 Comm Stock-$.16-2/3 value 5833 D This option is fully vested. This option vests in equal installments on the first, second, third and fourth anniversaries of March 15, 2021. 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 15, 2021. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company. 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. 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. 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 (1) 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 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 (1) 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. 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. /s/ Shelly Shaw, General Counsel, by Power of Attorney 2024-12-10