0000006281-19-000063.txt : 20190315 0000006281-19-000063.hdr.sgml : 20190315 20190315160855 ACCESSION NUMBER: 0000006281-19-000063 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190313 FILED AS OF DATE: 20190315 DATE AS OF CHANGE: 20190315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cotter Martin CENTRAL INDEX KEY: 0001685760 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07819 FILM NUMBER: 19685113 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY WAY CITY: NORWOOD STATE: MA ZIP: 02062 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: 1102 BUSINESS ADDRESS: STREET 1: ONE TECHNOLOGY WAY CITY: NORWOOD STATE: MA ZIP: 02062 BUSINESS PHONE: 7813294700 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY WAY CITY: NORWOOD STATE: MA ZIP: 02062 4 1 wf-form4_155268052052038.xml FORM 4 X0306 4 2019-03-13 0 0000006281 ANALOG DEVICES INC ADI 0001685760 Cotter Martin PO BOX 9106 ONE TECHNOLOGY WAY NORWOOD MA 02062-9106 0 1 0 0 SVP, WW Sales & Dig MKTG Comm Stock - $.16-2/3 value 2019-03-14 4 S 0 1244 108.39 D 173 D Non-Qualified Stock Option (right to buy) 108.08 2019-03-13 4 A 0 10164 0 A 2020-03-13 2029-03-13 Comm Stock - $.16-2/3 value 10164.0 10164 D Restricted Stock Unit (RSU) 0.0 2019-03-13 4 A 0 2295 0 A 2020-03-13 Comm Stock - $.16-2/3 value 2295.0 2295 D Performance-Based Restricted Stock Unit 0.0 2019-03-13 5 A 0 E 2295 0 A 2022-03-27 Comm Stock - $.16-2/3 value 2295.0 2295 D Performance-Based Restricted Stock Unit 0.0 2019-03-13 5 A 0 E 2295 0 A 2022-03-13 Comm Stock - $.16-2/3 value 2295.0 2295 D These shares were disposed of in an open market sale pursuant to a 10b5-1 trading plan adopted by the Reporting Person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. This option vests in equal installments on the first, second, third, and fourth anniversaries of the Original Grant Date, which was March 13, 2019. The Restricted Stock Units granted to the Reporting Person on March 13, 2019 (the "Original Grant Date") vest in equal installments on the first, second, third and fourth anniversaries of the Original Grant Date. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company. 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. 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 14 days after the grant date. 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 the grant date. 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 the grant date. /s/ Cynthia M. McMakin, Assistant General Counsel, by Power of Attorney 2019-03-15