SEC FORM 4 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*
MARTIN WILLIAM A

(Last) (First) (Middle)
PO BOX 9106
THREE TECHNOLOGY WAY

(Street)
NORWOOD MA 020629106

(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)
TREASURER
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2004
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 - 401(k) 21,630 I In ADI's 401(k) Plan(1)
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
Non-Qualified Stock Option (right to buy) $37.7 12/07/2004 A 12,000 12/07/2007(2) 12/07/2014 Comm Stock-$.16-2/3 value 12,000 $0 12,000 D
Non-Qualified Stock Option (right to buy) $8.12 11/27/1998(2) 11/27/2005 Comm Stock-$.16-2/3 value 6,334 6,334 D
Non-Qualified Stock Option (right to buy) $7.37 09/08/2001(2) 02/20/2007 Comm Stock-$.16-2/3 value 36,000 36,000 D
Non-Qualified Stock Option (right to buy) $7.37 09/08/2001(2) 12/16/2007 Comm Stock-$.16-2/3 value 40,000 40,000 D
Non-Qualified Stock Option (right to buy) $6.62 09/04/2001(2) 09/04/2008 Comm Stock-$.16-2/3 value 15,167 15,167 D
Non-Qualified Stock Option (right to buy) $28.75 11/30/2002(2) 11/30/2009 Comm Stock-$.16-2/3 value 40,000 40,000 D
Non-Qualified Stock Option (right to buy) $44.5 11/10/2003(2) 11/10/2010 Comm Stock-$.16-2/3 value 25,000 25,000 D
Non-Qualified Stock Option (right to buy) $45.9 06/01/2003(3) 06/01/2011 Comm Stock-$.16-2/3 value 417 417 D
Non-Qualified Stock Option (right to buy) $39.06 07/18/2002(4) 07/18/2011 Comm Stock-$.16-2/3 value 2,865 2,865 D
Non-Qualified Stock Option (right to buy) $41.05 01/22/2005(2) 01/22/2012 Comm Stock-$.16-2/3 value 20,000 20,000 D
Non-Qualified Stock Option (right to buy) $36.62 05/31/2004(3) 05/31/2012 Comm Stock-$.16-2/3 value 522 522 D
Non-Qualified Stock Option (right to buy) $19.89 09/24/2004(5) 09/24/2012 Comm Stock-$.16-2/3 value 18,000 18,000 D
Non-Qualified Stock Option (right to buy) $37.38 06/02/2005(3) 06/02/2013 Comm Stock-$.16-2/3 value 511 511 D
Non-Qualified Stock Option (right to buy) $45.27 12/10/2006(2) 12/10/2013 Comm Stock-$.16-2/3 value 14,000 14,000 D
Non-Qualified Stock Option (right to buy) $48.41 06/01/2006(3) 06/01/2014 Comm Stock-$.16-2/3 value 395 395 D
Explanation of Responses:
1. The number of shares being held in the reporting person's 401(k) account has been determined by dividing the participant's unit value in the fund by the value of the issuer's stock.
2. This is a vesting schedule. 33.33% vests three, four and five years from grant date.
3. This is a vesting schedule. 100% vests two years from grant date.
4. This is a vesting schedule. 50% vests one and two years from grant date.
5. This is a vesting schedule. 25% vests two, three, four and five years from grant date.
/s/ MARTIN, WILLIAM A. 12/07/2004
** 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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