Form Type: 4

SEC EDGAR Link
Accession Number:0000006281-21-000242
Date:2021-09-09
Issuer: ANALOG DEVICES INC (ADI)
Original Submission Date:

Reporting Person:

DOLUCA TUNC
ONE ANALOG WAY
WILMINGTON, MA 01887

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMM STOCK - $.16-2/3 VALUE 2021-09-09 M 12,951 a $0.00 106,768 direct
COMM STOCK - $.16-2/3 VALUE 2021-09-09 M 18,000 a $0.00 124,768 direct
COMM STOCK - $.16-2/3 VALUE 2021-09-09 0 $0.00 623,972 indirect
COMM STOCK - $.16-2/3 VALUE 2021-09-09 0 $0.00 111,057 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNIT (RSU) 0.0 2021-09-09 deemed execution date M 12,951 (d) comm stock - $.16-2/3 value 12,951 $0.00 0 direct
RESTRICTED STOCK UNIT (RSU) 0.0 2021-09-09 deemed execution date M 18,000 (d) comm stock - $.16-2/3 value 18,000 $0.00 0 direct
Footnotes
IDfootnote
f1 on august 26, 2021, analog devices, inc. ("adi") completed its acquisition (the "acquisition") of maxim integrated products, inc. ("maxim"). at the time of the acquisition the reporting person held maxim performance shares, which converted to adi time-based restricted stock units ("rsus"), with the number of rsus determined by multiplying the number of performance shares by a performance factor and a 0.63 exchange ratio. under the terms of the applicable performance share agreement and the amended and restated change in control employee severance plan for u.s. based employees ("cic plan"), the reporting person's adi rsus vested in full upon his termination following consummation of the acquisition, subject only to the reporting person's execution and non-revocation of a release pursuant to the terms of the cic plan. the reporting person delivered the release on september 9, 2021 at which time the rsus vested in full.
f2 per the terms of the merger agreement, the rsus vest at the time determined in the original performance share award agreement, which was august 15, 2022. vesting of the shares was accelerated under the cic plan in connection with the reporting person's termination and execution and non-revocation of a release following the consummation of the acquisition.
f3 per the terms of the merger agreement, the rsus vest at the time determined in the original performance share award agreement, which was august 15, 2023. vesting of the shares was accelerated under the cic plan in connection with the reporting person's termination and execution and non-revocation of a release following the consummation of the acquisition.

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