Analog Devices, Inc.
ANALOG DEVICES INC (Form: 4, Received: 02/16/2017 16:09:02)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Little Mark M
2. Issuer Name and Ticker or Trading Symbol

ANALOG DEVICES INC [ ADI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE TECHNOLOGY WAY, PO BOX 9106
3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2017
(Street)

NORWOOD, MA 02062
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Non-Qualified Stock Option (right to buy)   $81.6   2/15/2017     A      1040         (1) 2/15/2027   Comm Stock - $.16-2/3 value   1040.0   $81.60   1040   D    
Restricted Stock Unit (RSU)   $0.0   2/15/2017     A      195         (2)   (2) Comm Stock - $.16-2/3 value   195.0   $0   195   D    

Explanation of Responses:
( 1)  This option vests 100.00% on the earlier of the date of the Company's next Annual Meeting of Shareholders, or March 9, 2017.
( 2)  This RSU vests 100.00% on the earlier of the date of the Company's next Annual Meeting of Shareholders, or March 9, 2017. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Little Mark M
ONE TECHNOLOGY WAY
PO BOX 9106
NORWOOD, MA 02062
X



Signatures
Cynthia M. McMakin, Associate General Counsel, by Power of Attorney 2/16/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Limited Power of Attorney for Section 16 Reporting Obligations
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of
Kevin P. Lanouette, Ali Husain, Jeanne Weinzierl, Margaret Seif, Cynthia McMakin,
Jeanne Weinzierl , Michael A. Simone , Rebecca Change  and Mark
Devine , signing singly and each acting individually, as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinater described to:
(1)execute for and on behalf of the undersigned, in the undersigned's capacity as an oficer
and/or director of Analog Devices, Inc.(the "Company"), Forms 3, 4, and 5 (including any amendments
thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder
(the "Exchange Act");
(2)do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to prepare, complete and execute any such Form 3, 4, or 5, prepare, complete and
execute any amendment or amendments thereto, and timely deliver and ile such form with the United
States Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority,
including without limitation the iling of a Form ID, including amendments thereto, or any other
application materials to enable the undersigned to gain or maintain access to the Electronic Data
Gathering Analysis and Retrieval ("EDGAR") system of the SEC and any and all successor systems to
the EDGAR system;
(3)seek or obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's securities rom any third party, including brokers,
employee beneit plan administrators and trustees, and the undersigned hereby authorizes any such person
to release any such information to such attorney-in-fact and approves and ratiies any such release of
information; and
(4)take any other action of any type whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of beneit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and
conirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, arc not assuming nor relieving, nor is the Company assuming nor relieving, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume (i) any liability for the
undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the
undersigned for proit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to ile Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.





IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as
of this 20th day of January, 2017.
Signature  Mark M. Little

[Limited Power of Attorneyfor Section 16 Filings]