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).
  
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1. Name and Address of Reporting Person*
Bryant Gregory M
(Last) (First) (Middle)
ONE ANALOG WAY
(Street)
WILMINGTON MA 01887
(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)
EVP & Pres. Global Bus. Units
3. Date of Earliest Transaction (Month/Day/Year)
05/30/2024
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 05/30/2024 M 120,069(1) A $0 137,102.308 D
Comm Stock - $.16-2/3 value 05/30/2024 F(2) 50,248.876 D $230 86,853.432 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
Performance-Based Restricted Stock Unit $0(3) 05/30/2024 M 120,069(1) (4) (4) Comm Stock - $.16-2/3 value 120,069 $0 120,069 D
Explanation of Responses:
1. Represents shares of common stock of the Company issued to the Reporting Person on May 30, 2024 as a result of the achievement of the pre-established performance parameters set forth in clause (i) of footnote 4 below.
2. This disposition represents shares withheld to satisfy tax withholding obligations on the Performance-Based Restricted Stock Units (Performance-Based RSU) that vested on May 30, 2024, and are reported herein.
3. Each Performance-Based RSU represents the right to receive, following vesting, one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters.
4. The Performance-Based RSU award (i) vested with respect to 75% of the target Performance-Based RSUs as a result of the average closing price of the Company's common stock on the Nasdaq Global Select Market over a 70 consecutive trading day period during the four-year performance period exceeding $200 and (ii) unless earlier forfeited under the terms of such award, may vest with respect to an additional 75% of the target Performance Based RSUs if the average closing price of the Company's common stock on the Nasdaq Global Select Market over any 70 consecutive trading day period during the four-year performance period equals or exceeds $220, for a maximum of 150% of the target Performance-Based RSUs.
Remarks:
/s/ Shelly Shaw, General Counsel, by Power of Attorney 06/03/2024
** 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.
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