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*
(Street)
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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) 03/15/2024 | ||||||||||||||||||||||||||
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 | 03/15/2024 | M | 4,578 | A | $0 | 19,077.75(1) | D | |||
Comm Stock - $.16-2/3 value | 03/15/2024 | F(2) | 1,344.202 | D | $195.2 | 17,733.548 | D | |||
Comm Stock - $.16-2/3 value | 03/15/2024 | M | 2,616 | A | $0 | 20,349.548 | D | |||
Comm Stock - $.16-2/3 value | 03/15/2024 | F(2) | 1,264.837 | D | $195.2 | 19,084.711 | D | |||
Comm Stock - $.16-2/3 value | 03/15/2024 | M | 2,325 | A | $0 | 21,409.711 | D | |||
Comm Stock - $.16-2/3 value | 03/15/2024 | F(2) | 1,124.14 | D | $195.2 | 20,285.571 | D | |||
Comm Stock - $.16-2/3 value | 03/15/2024 | M | 572 | A | $0 | 20,857.571 | D | |||
Comm Stock - $.16-2/3 value | 03/15/2024 | F(2) | 212.424 | D | $195.2 | 20,645.147 | 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 | ||||||||
Performance-Based Restricted Stock Unit | $0 | 03/15/2024 | M | 4,578 | 03/15/2024(3) | (3) | Comm Stock - $.16-2/3 value | 4,578 | $0 | 0 | D | ||||
Restricted Stock Unit (RSU) | $0 | 03/15/2024 | M | 2,616 | (4) | (4) | Comm Stock-$.16-2/3 value | 2,616 | $0 | 7,848 | D | ||||
Restricted Stock Unit (RSU) | $0(5) | 03/15/2024 | M | 2,325 | (5) | (5) | Comm Stock - $.16-2/3 value | 2,325 | $0 | 6,975 | D | ||||
Restricted Stock Unit (RSU) | $0 | 03/15/2024 | M | 572 | (6) | (6) | Comm Stock - $.16-2/3 value | 572 | $0 | 1,145 | D |
Explanation of Responses: |
1. Includes 32.377 shares acquired under the Analog Devices, Inc. Amended & Restated 2022 Employee Stock Purchase Plan on December 7, 2023. |
2. This disposition represents shares withheld to satisfy tax withholding obligations on the RSUs that vested on March 15, 2024 and are reported herein. |
3. This transaction represents the settlement of Performance-Based RSUs granted on March 15, 2021 in shares of common stock of the Company on their scheduled vesting date of March 15, 2024 as a result of the certification of the Company's Compensation and Talent Committee on December 11, 2023 of the satisfaction of performance criteria at 200% of target. |
4. The RSUs granted to the Reporting Person on April 4, 2022, vest in equal installments on the first, second, third and fourth anniversaries of March 15, 2022. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock. |
5. The RSUs granted to the Reporting Person on April 3, 2023 vest in equal installments on the first, second, third and fourth anniversaries of March 15, 2023. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company. |
6. The RSUs granted to the Reporting Person on March 15, 2021 (the "Grant Date") vest in equal installments on the first, second, third and fourth anniversaries of the Grant Date. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company. |
Remarks: |
/s/ Shelly Shaw, General Counsel, by Power of Attorney | 03/19/2024 | |
** 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. |