View:
Download DOC
Download PDF
Download XLS
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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Cotter Martin
(Last) (First) (Middle)
ONE ANALOG WAY
(Street)
WILMINGTON MA 01887
(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 & Dig MKTG
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2020
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
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
Performance-Based Restricted Stock Unit $0.0(1) 12/15/2020 A V 13,460 (2) (2) Comm Stock - $.16-2/3 value 13,460 $0 13,460 D
Explanation of Responses:
1. 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 relating to the successful integration of Maxim Integrated Products, Inc. (Maxim) and achievement of the Company's synergy goals, as approved by the Company's Compensation Committee, over a performance period from December 15, 2020 until the two-year anniversary of the closing of the Maxim acquisition (Performance Period).
2. 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 on the 60th day following the Performance Period. If the Maxim acquisition does not close, the Performance-Based RSUs will be cancelled.
Remarks:
/s/ Yoon Ah Oh, Associate General Counsel, by Power of Attorney 12/17/2020
** 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, 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:

    James A. Champy
    Anantha P. Chandrakasan
    Martin Cotter
    Bruce R. Evans
    Edward H. Frank
    Karen M. Golz
    Joseph Hassett
    Gregory N. Henderson
    Mark M. Little
    Prashanth Mahendra-Rajah
    Steve Pietkiewicz
    Vincent Roche
    Kenton J. Sicchitano
    Michael P. Sondel
    Ray Stata
    Susie Wee

        The undersigned, pursuant to the powers granted in the Powers of Attorney, hereby
constitutes and appoints each of  Larry Weiss, Yoon Ah Oh and Karen Maloney as substitutes 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 10th day of June 2020.


/s/ Kevin P. Lanouette
Kevin P. Lanouette