Rick D Hess Form 4 ANALOG DEVICES / Rick D Hess 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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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^*

Hess Rick D

(Last) (First) (Middle)

P.O. BOX 9106

ONE TECHNOLOGY WAY

(Street)

NORWOOD MA 02062-9106

(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)
03/03/2017

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
Comm Stock - $.16-2/3 value	03/03/2017		M		3,352	A	$0	32,437	D
Comm Stock - $.16-2/3 value	03/03/2017		M		4,470	A	$0	36,907	D
Comm Stock - $.16-2/3 value	03/03/2017		F		2,539	D	$83.18	34,368	D

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
Restricted Stock Unit (RSU)	$0.0	03/03/2017		M			3,352	03/03/2015(1)	(1)	Comm Stock - $.16-2/3 value	3,352	$0	3,353	D
Restricted Stock Unit (RSU)	$0.0	03/03/2017		M			4,470	03/03/2016(2)	(2)	Comm Stock - $.16-2/3 value	4,470	$0	4,470	D

Explanation of Responses:

1. The Restricted Stock Units granted to the Reporting Person on July 25, 2014 vest in equal installments on March 3, 2015, March 3, 2016, March 3, 2017 and March 3, 2018. Upon the vesting date, each vested RSU automatically converts into one (1) share of common stock of the Company.

2. The Restricted Stock Units granted to the Reporting Person on July 25, 2014 vest in equal installments on March 3, 2016, March 3, 2017 and March 3, 2018. Upon the vesting date, each vested RSU automatically converts into one (1) share of common stock of the Company.

Remarks:

	/s/ Cynthia M. McMakin, Associate General Counsel, by Power of Attorney	03/06/2017
	** 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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