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* Meaney Richard (Last) (First) (Middle) P.O. BOX 9106 ONE TECHNOLOGY WAY (Street) NORWOOD MA 02062-9106 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/05/2012	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) VP, Products & Technology Grou	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)
No Non-Derivative Securities are Beneficially Owned	0.0000	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
Non-Qualified Stock Option (right to buy)	01/05/2010(1)	01/05/2019	Comm Stock-$.16-2/3 value	40,000	19.57	D
Non-Qualified Stock Option (right to buy)	01/03/2009(2)	01/03/2018	Comm Stock-$.16-2/3 value	30,000	29.91	D
Non-Qualified Stock Option (right to buy)	01/05/2011(3)	01/05/2020	Comm Stock-$.16-2/3 value	20,020	31.62	D
Non-Qualified Stock Option (right to buy)	01/04/2008(4)	01/04/2017	Comm Stock-$.16-2/3 value	30,000	33.41	D
Non-Qualified Stock Option (right to buy)	07/30/2005(5)	06/01/2015	Comm Stock-$.16-2/3 value	353	37.04	D
Non-Qualified Stock Option (right to buy)	06/02/2005(6)	06/02/2013	Comm Stock-$.16-2/3 value	323	37.38	D
Non-Qualified Stock Option (right to buy)	01/04/2012(7)	01/04/2021	Comm Stock-$.16-2/3 value	21,200	37.52	D
Non-Qualified Stock Option (right to buy)	12/07/2007(8)	12/07/2014	Comm Stock-$.16-2/3 value	30,000	37.7	D
Non-Qualified Stock Option (right to buy)	10/15/2013(9)	10/15/2022	Comm Stock-$.16-2/3 value	36,000	38.56	D
Non-Qualified Stock Option (right to buy)	12/06/2006(10)	12/06/2015	Comm Stock-$.16-2/3 value	30,000	39.44	D
Non-Qualified Stock Option (right to buy)	03/15/2013(11)	03/15/2022	Comm Stock-$.16-2/3 value	19,350	39.79	D
Non-Qualified Stock Option (right to buy)	12/10/2006(12)	12/10/2013	Comm Stock-$.16-2/3 value	30,000	45.27	D
Non-Qualified Stock Option (right to buy)	06/01/2006(13)	06/01/2014	Comm Stock-$.16-2/3 value	261	48.41	D
Restricted Stock Unit (RSU)	01/04/2014(14)	(14)	Comm Stock-$.16-2/3 value	4,860	0.0000	D
Restricted Stock Unit (RSU)	01/05/2013(15)	(15)	Comm Stock-$.16-2/3 value	5,405	0.0000	D
Restricted Stock Unit (RSU)	03/15/2015(16)	(16)	Comm Stock-$.16-2/3 value	3,825	0.0000	D
Restricted Stock Unit (RSU)	10/15/2015(17)	(17)	Comm Stock-$.16-2/3 value	6,250	0.0000	D

Explanation of Responses:

1. This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 5, 2009.

2. This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 3, 2008.

3. This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 5, 2010.

4. This option vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 4, 2007.

5. This option vested 100.00% on July 30, 2005.

6. This option vested 100.00% on the second anniversary of the original grant date, which was June 2, 2003.

7. This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was January 4, 2011.

8. This option vested in equal installments on the third, fourth and fifth anniversaries of the original grant date, which was December 7, 2004.

9. This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was October 15, 2012.

10. This option vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was December 6, 2005.

11. This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 15, 2012.

12. This option vested in equal installments on the third, fourth and fifth anniversaries of the original grant date, which was December 10, 2003.

13. This option vested 100.00% on the second anniversary of the original grant date, which was June 1, 2004.

14. The Restricted Stock Units granted to the reporting person on January 4, 2011 (the "Original Grant Date") vest 100% on the third anniversary of 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 each share of common stock, in an amount equal to the closing price of the common stock on the vesting date.

15. The Restricted Stock Units granted to the reporting person on January 5, 2010 (the "Original Grant Date") vest 100% on the third anniversary of 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 each share of common stock, in an amount equal to the closing price of the common stock on the vesting date.

16. The Restricted Stock Units granted to the reporting person on March 15, 2012 (the "Original Grant Date") vest 100% on the third anniversary of 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 each share of common stock, in an amount equal to the closing price of the common stock on the vesting date.

17. The Restricted Stock Units granted to the reporting person on October 15, 2012 (the "Original Grant Date") vest 100% on the third anniversary of 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 each share of common stock, in an amount equal to the closing price of the common stock on the vesting date.

	/s/ RICHARD A. MEANEY	11/06/2012
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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