| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ANALOG DEVICES INC [ ADI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/11/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Comm Stock-$.16-2/3 value | 03/11/2015 | M | 1,740 | A | $0.0000 | 14,395 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $57.29 | 03/11/2015 | A | 8,460 | (1) | 03/11/2025 | Comm Stock-$.16-2/3 value | 8,460 | $0.0000 | 8,460 | D | ||||
| Restricted Stock Unit (RSU) | $0.0000 | 03/11/2015 | A | 1,540 | (2) | (2) | Comm Stock-$.16-2/3 value | 1,540 | $0.0000 | 1,540 | D | ||||
| Restricted Stock Unit (RSU) | $0.0000 | 03/11/2015 | M | 1,740 | 03/12/2015(3) | (3) | Comm Stock-$.16-2/3 value | 1,740 | $0.0000 | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. This option vests 100.00% on the earlier of the first anniversary of the original grant date, which was March 11, 2015, or the date of the Company's next Annual Meeting of Shareholders. |
| 2. This RSU vests 100.00% on the earlier of the first anniversary of the original grant date, which was March 11, 2015, or the date of the Company's next Annual Meeting of Shareholders. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company. |
| 3. In accordance with the terms of the grant, this RSU vested 100.00% on March 11, 2015, the date of the Company's 2015 Annual Meeting of Shareholders. Upon the vesting date, each vested RSU automatically converted into one (1) share of common stock of the Company. |
| Remarks: |
| substitutepoa2.txt |
| Cynthia M. McMakin, Associate General Counsel, by Power of Attorney | 03/12/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
