SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Mollica James Michael (Last) (First) (Middle) C/O ANALOG DEVICES, INC. ONE ANALOG WAY (Street) WILMINGTON MA 01887 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/29/2023	3. Issuer Name and Ticker or Trading Symbol ANALOG DEVICES INC [ ADI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Interim CFO	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Comm Stock - $.16-2/3 value	2,933.673	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restricted Stock Unit	(1)	(1)	Comm Stock - $.16-2/3 value	427	(2)	D
Restricted Stock Unit (RSU)	(3)	(3)	Comm Stock - $.16-2/3 value	493	(3)	D
Performance-Based Restricted Stock Unit	(4)	(4)	Comm Stock - $.16-2/3 value	149	(2)	D
Restricted Stock Unit (RSU)	(5)	(5)	Comm Stock - $.16-2/3 value	1,053	(5)	D
Restricted Stock Unit (RSU)	(6)	(6)	Comm Stock - $.16-2/3 value	1,489	(6)	D
Restricted Stock Unit (RSU)	(7)	(7)	Comm Stock - $.16-2/3 value	479	(7)	D
Performance-Based Restricted Stock Unit	(8)	(8)	Comm Stock - $.16-2/3 value	429	(2)	D
Performance-Based Restricted Stock Unit	(9)	(9)	Comm Stock - $.16-2/3 value	405	(2)	D
Performance-Based Restricted Stock Unit	(10)	(10)	Comm Stock - $.16-2/3 value	167	(2)	D
Restricted Stock Unit (RSU)	(11)	(11)	Comm Stock - $.16-2/3 value	1,747	(11)	D

Explanation of Responses:

1. Each Performance-Based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 200% of 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 relating to the Company's financial performance, as approved by the Company's Compensation and Talent Committee, over a one-year performance period, two-year cumulative performance period and three-year cumulative performance period, and vesting on the third anniversary of March 10, 2021.

2. Unless earlier forfeited under the terms of the Performance-Based RSU, each Performance-Based RSU vests and converts into no more than 200% of one share of common stock of the Company, upon the vesting date.

3. The Restricted Stock Units granted to the Reporting Person on March 10, 2021 vest in equal installments on the first, second, third and fourth anniversaries of March 10, 2021. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.

4. Each Performance-Based RSU represents the right to receive, following the vesting, up to 200% of 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 relating to the Company's relative total shareholder return (TSR) performance against the TSR of a defined comparator group of companies, as approved by the Company's Compensation and Talent Committee, over a three-year performance period beginning on the grant date and ending on March 15, 2025.

5. The Restricted Stock Units 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 of the Company.

6. The Restricted Stock Units 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.

7. The Restricted Stock Units granted to the Reporting Person on March 11, 2020 vest in equal installments on the first, second, third and fourth anniversaries of the grant date. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.

8. Each Performance-Based RSU represents the right to receive, following vesting, up to 200% of 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 relating to the Company's financial performance, as approved by the Company's Compensation and Talent Committee, over a one-year performance period, two-year cumulative performance period and three-year cumulative performance period, and vesting on the third anniversary of March 15, 2023.

9. Each Performance-Based RSU represents the right to receive, following the vesting, up to 200% of 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 relating to the Company's financial performance, as approved by the Company's Compensation and Talent Committee, over a one-year performance period, two-year cumulative performance period and three-year cumulative performance period, and vesting on the third anniversary of March 15, 2022.

10. Each Performance-Based RSU represents the right to receive, following vesting, up to 200% of 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 relating to the Company's relative TSR performance against the TSR of a defined comparator group of companies, as approved by the Company's Compensation and Talent Committee, over a three-year performance period beginning on March 15, 2023 and ending on March 15, 2026 and vesting on March 29, 2026.

11. The Restricted Stock Units granted to the Reporting Person on August 15, 2023, vests 100% on the third anniversary of the date of grant. On the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.

Remarks:

	/s/ Shelly Shaw, Associate General Counsel, by Power of Attorney	11/06/2023
	** 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 5 (b)(v).
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