Tunc Doluca Form 4 MAXIM INTEGRATED PRODUCTS / TUNC DOLUCA ownership change

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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X

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^*

DOLUCA TUNC

(Last) (First) (Middle)

160 RIO ROBLES

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MAXIM INTEGRATED PRODUCTS INC [ MXIM ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/26/2021		D(1)(2)		38,626	D	(1)(2)(3)	0	D
Common Stock	08/26/2021		D(1)(2)		990,432	D	(1)(2)	0	I	By Trust
Common Stock	08/26/2021		D(1)(2)		176,281	D	(1)(2)	0	I	By Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Shares	$0.00	08/26/2021		D			61,980(4)(5)	(4)	(4)	Common Stock	(4)(5)	$0.00	0	D
Performance Shares	$0.00	08/26/2021		D			97,440(6)(7)	(6)	(6)	Common Stock	(6)(7)	$0.00	0	D

Explanation of Responses:

1. Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of July 12, 2020 (the "Merger Agreement"), among the Issuer, Analog Devices, Inc. ("ADI") and Magneto Corp. ("Merger Sub"), pursuant to which (i) Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of ADI , and (ii) at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") outstanding immediately prior to the Effective Time was disposed of in exchange for 0.6300 (the "Exchange Ratio") of a share of common stock, par value $0.16 2/3 per share,

2. (Continued from Footnote 1) of ADI (having a market value at the Effective Time of $103.32 per share of Common Stock based on the closing price per share of ADI common stock on the last trading day prior to the Merger of $164.00 per share), together with cash in lieu of any fractional shares of ADI common stock.

3. Includes 38,626 Restricted Shares that, pursuant to the Merger Agreement, were disposed of in exchange for a number of restricted shares of ADI common stock based on the Exchange Ratio on the same vesting and other terms and conditions as the Restricted Shares.

4. Represents performance share units of the Issuer that were previously reported in connection with a performance share award granted on September 3, 2019 and would have vested on August 15, 2023.

5. In accordance with the terms of the Merger Agreement and the award agreement, (i) 33,408 shares underlying such performance share award automatically vested immediately prior to the Effective Time, with the number of shares of Common Stock ultimately acquired upon such vesting event being net of a number shares of Common Stock withheld for tax withholding pursuant to the award agreement and which Common Stock was disposed of at the Effective Time for a number of shares of ADI common stock based on the Exchange Ratio and (ii) the balance of such performance share award was disposed of in exchange for a time-based restricted stock unit award with respect to a number of shares of ADI common stock determined by multiplying the number of shares of Common Stock subject to such performance share award (after giving effect to the applicable provisions, if any, of the award agreement governing the treatment of such award upon the consummation of a "change in control"), by the Exchange Ratio.

6. Represents performance share units of the Issuer that were previously reported in connection with a performance share award granted on September 4, 2018 and would have vested on August 15, 2022.

7. In accordance with the terms of the Merger Agreement and the award agreement, (i) 76,883 shares underlying such performance share award automatically vested immediately prior to the Effective Time, with the number of shares of Common Stock ultimately acquired upon such vesting event being net of a number shares of Common Stock withheld for tax withholding pursuant to the award agreement and which Common Stock was disposed of at the Effective Time for a number of shares of ADI common stock based on the Exchange Ratio and (ii) the balance of such performance share award was disposed of in exchange for a time-based restricted stock unit award with respect to a number of shares of ADI common stock determined by multiplying the number of shares of Common Stock subject to such performance share award (after giving effect to the applicable provisions, if any, of the award agreement governing the treatment of such award upon the consummation of a "change in control"), by the Exchange Ratio.

Remarks:

	/s/ BY MARK CASPER, ATTORNEY-IN-FACT FOR TUNC DOLUCA	08/30/2021
	** Signature of Reporting Person	Date
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