SEC Filing | Analog Devices

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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^*

MCADAM ROBERT P

(Last)

(First)

(Middle)

P.O. BOX 9106

THREE TECHNOLOGY WAY

(Street)

NORWOOD

02062-9106

(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)
VP, CORE PRDCTS & TECHNLGY GRP

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$37.52	01/04/2011		A		52,630		01/04/2012⁽¹⁾	01/04/2021	Comm Stock-$.16-2/3 value	52,630	$0.0000	52,630	D
Restricted Stock Unit (RSU)	$0.0000	01/04/2011		A		12,070		01/04/2014⁽²⁾	⁽²⁾	Comm Stock-$.16-2/3 value	12,070	$0.0000	12,070	D

Explanation of Responses:

1. --This is a vesting schedule. 20% vests one, two, three, four and five years from grant date.

2. -- This is a vesting schedule. 100.00% vests three years from the original grant date. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company. Notwithstanding, the Company may elect, in its sole discretion, to deliver cash in lieu of shares of common stock, in an amount equal to the closing price of the common stock on the NYSE on the vesting date.

Remarks:

mcadampoa.txt

	Kristin S. Caplice, Assistant General Counsel, by Power of Attorney	01/06/2011
	** 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.

Limited Power of Attorney for Section 16 Reporting Obligations
Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of
Margaret K. Seif (Legal), David A. Zinsner (Finance), Kristin S. Caplice
(Legal), Kevin P. Lanouette
(Legal), Fran Sarro (Treasury), Michael A. Simone (Legal), Elizabeth Black
(Wilmerllale) and Mark
Devine (WilmerHale), 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 officer
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 from any third
parly, 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 benefit 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, are 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 profit 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.
USirKX'S7784776v2




IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as
of this 30th day of December, 2010.

Signature
Print Name
[Limited Power ofAttorneyfor Section 16 Filings]