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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^*

Wessel Thomas

(Last)

(First)

(Middle)

P.O. BOX 9106

ONE 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)
SVP, WW Sales & Mkting

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2015

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)	$57.29	03/11/2015		A		29,230		03/11/2016⁽¹⁾	03/11/2025	Comm Stock-$.16-2/3 value	29,230	$0.0000	29,230	D
Performance-Based Restricted Stock Unit	$0.0000⁽²⁾	03/11/2015		A	V	5,635		03/25/2018⁽³⁾	⁽³⁾	Comm Stock-$.16-2/3 value	5,635	$0.0000	5,635	D
Restricted Stock Unit (RSU)	$0.0000	03/11/2015		A		5,635		03/11/2018⁽⁴⁾	⁽⁴⁾	Comm Stock-$.16-2/3 value	5,635	$0.0000	5,635	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 March 11, 2015.

2. 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, as approved by the Company's Compensation Committee, over a three-year performance period beginning on the grant date and ending on the third anniversary of the grant date.

3. 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 three years and 14 days after the grant date.

4. The Restricted Stock Units granted to the Reporting Person on March 11, 2015 (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.

Remarks:

substitutepoa2.txt

	Cynthia M. McMakin, Associate General Counsel, by Power of Attorney	03/13/2015
	** 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.

SUBSTITUTE POWER OF ATTORNEY



       Pursuant to a written Limited Power of Attorney for Section 16 Reporting
Obligations granted by each of the following
individuals on the dates indicated below next to such individuals name,
collectively the Powers of Attorney, copies of
which were previously filed with the securities and exchange commission, the
undersigned has been constituted and appointed
true and lawful attorney in fact and agent, with full powers of substitution and
  revocation, to do and perform every act and
thing whatsoever requisite, necessary or proper to be done in the exercise of
the  rights and powers granted in such Powers
of Attorney:

      Richard M. Beyer
      James A. Champy
      Samuel H. Fuller
      John C. Hodgson
      Yves-Andre Istel
      Robert R. Marshall
      William Matson
      Robert McAdam
      Richard Meaney
      Neil Novich
      Vincent T. Roche
      F. Grant Saviers
      Margaret K. Seif
      Kenton J. Sicchitano
      Ray Stata
      Lisa T. Su
      Thomas Wessel
      Eileen M. Wynne
      David A. Zinsner

        The undersigned, pursuant to the powers granted in the Powers of
Attorney, hereby constitutes and appoints Cynthia M. McMakin as
substitute to the undersigned attorney in fact, with full power and authority to
  do and perform every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of the rights and powers granted
to the undersigned in the Powers of Attorney.  For the
avoidance of doubt, the foregoing appointment shall not serve as a revocation of
  the powers granted to the undersigned in the Powers of Attorney.

       This Substitute Power of Attorney shall remain in full force and effect
with respect to each individual listed above, until the underlying
Power of Attorney is revoked or terminated, unless earlier revoked by the
undersigned in a signed writing.

IN WITNESS WHEREOF, the undersigned has caused this Substitute Power of Attorney
  to be executed as of this 7th day of October, 2014.


  Margaret K. Seif
Signature


  Margaret K. Seif
Print Name