Analog Devices (ADI) Form 4 ANALOG DEVICES / MARGARET K SEIF 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^*

SEIF MARGARET K

(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)
SVP, CLO & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2017

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	03/17/2017		M		1,000	A	$39.79	17,367	D
Comm Stock - $.16-2/3 value	03/20/2017		M		1,000	A	$46.48	18,367	D
Comm Stock - $.16-2/3 value	03/20/2017		M		1,000	A	$51.73	19,367	D
Comm Stock - $.16-2/3 value	03/20/2017		S(1)		3,000	D	$83.26	16,367	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	03/17/2017		A		98(2)		03/26/2017(2)	(2)	Comm Stock - $.16-2/3 value	98	$0	98	D
Non-Qualified Stock Option (right to buy)	$39.79	03/20/2017		M			1,000	03/15/2013(3)	03/15/2022	Comm Stock - $.16-2/3 value	1,000	$0	14,440	D
Non-Qualified Stock Option (right to buy)	$46.48	03/20/2017		M			1,000	03/12/2014(4)	03/12/2023	Comm Stock - $.16-2/3 value	1,000	$0	29,300	D
Non-Qualified Stock Option (right to buy)	$51.73	03/20/2017		M			1,000	03/12/2015(5)	03/12/2024	Comm Stock - $.16-2/3 value	1,000	$0	20,870	D

Explanation of Responses:

1. 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.

2. Represents shares of common stock of the Issuer to be issued to the Reporting Person on March 26, 2017 (the "Vesting Date"), subject to the Reporting Person's continued service through the Vesting Date, as a result of the certification by the Issuer's Compensation Committee on March 17, 2017 of the achievement of pre-established performance parameters at 102.16% of the target established for the performance-based restricted stock units granted to the Reporting Person on March 12, 2014.

3. This option vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 15, 2012.

4. This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 12, 2013.

5. This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 12, 2014.

Remarks:

	/s/ Cynthia M. McMakin, Associate General Counsel, by Power of Attorney	03/21/2017
	** Signature of Reporting Person	Date
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