SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bryant Gregory M

(Last)

(First)

(Middle)

ONE ANALOG WAY

(Street)

WILMINGTON

01887

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)	$0.0	03/15/2022		A		35,187		⁽¹⁾	⁽¹⁾	Comm Stock - $.16-2/3 value	35,187	$0	35,187	D
Restricted Stock Unit (RSU)	$0.0	03/15/2022		A		34,827		⁽²⁾	⁽²⁾	Comm Stock - $.16-2/3 value	34,827	$0	34,827	D
Performance-Based Restricted Stock Unit	$0.0⁽³⁾	03/15/2022		A		160,092		⁽⁴⁾	⁽⁴⁾	Comm Stock - $.16-2/3 value	160,092	$0	160,092	D

Explanation of Responses:

1. The Restricted Stock Units granted to the Reporting Person on March 15, 2022 (the "Grant Date") vest in full on the third anniversary of the Grant Date. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.

2. The Restricted Stock Units granted to the Reporting Person on March 15, 2022 (the "Grant Date") vest in full on the first, second, third and fourth anniversaries of the Grant Date. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.

3. Each Performance-Based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 150% 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.

4. Unless earlier forfeited under the terms of the Performance-Based RSU, such award vests (i) with respect to 75% of the target Performance-Based RSUs if the average closing price of the Company's common stock on the Nasdaq Global Select Market over any 70 consecutive trading day period during a four-year performance period equals or exceeds $200 and (ii) with respect to an additional 75% of the target Performance Based RSU if the average closing price of the Company's common stock on the Nasdaq Global Select Market over any 70 consecutive trading day period during the four-year performance period equals or exceeds $220, for a maximum of 150% of the target Performance-Based RSUs.

Remarks:

	/s/ Shelly Shaw, Associate General Counsel, by Power of Attorney	03/17/2022
	** 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 4 (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).
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