Tunc Doluca - Aug 26, 2021 Form 4 Insider Report for ANALOG DEVICES INC (ADI)

Role: Director
Signature: /s/ Eric French, Senior Corporate Counsel, by Power of Attorney
Stock symbol: ADI
Transactions as of: Aug 26, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/30/2021, 06:19 PM
Previous filing: Aug 24, 2021
Next filing: Sep 13, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ADI	Comm Stock - $.16-2/3 value	Award	$0	+93.8K		$0.00	93.8K	Aug 26, 2021	Direct	F1
transaction	ADI	Comm Stock - $.16-2/3 value	Award	$0	+624K		$0.00	624K	Aug 26, 2021	Living Trust	F2
transaction	ADI	Comm Stock - $.16-2/3 value	Award	$0	+111K		$0.00	111K	Aug 26, 2021	Irrevocable Trust	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ADI	Restricted Stock Unit (RSU)	Award	$0	+13K		$0.00	13K	Aug 26, 2021	Comm Stock - $.16-2/3 value	13K	$0.00	Direct	F4, F5
transaction	ADI	Restricted Stock Unit (RSU)	Award	$0	+18K		$0.00	18K	Aug 26, 2021	Comm Stock - $.16-2/3 value	18K	$0.00	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 148,917 shares of Maxim common stock, including 38,626 restricted shares and 110,291 shares earned from Performance Shares that vested according to certain pre-established performance goals upon consummation of the Acquisition. In accordance with the Agreement and Plan of Merger (the "Merger Agreement") between ADI and Maxim, upon consummation of the Acquisition, the Reporting Person's 148,917 Maxim shares converted to 93,817 shares of ADI stock based on 0.63 exchange ratio.
F2	At the time of the Acquisition, the Reporting Person held 990,432 shares of Maxim common stock indirectly through a living trust. Those shares converted to 623,972 shares of ADI common stock based on the 0.63 exchange ratio.
F3	At the time of the Acquisition, the Reporting Person held 176,281 shares indirectly through an irrevocable trust. Those shares converted to 111,057 shares of ADI common stock based on the 0.63 exchange ratio.
F4	Per the terms of the Merger Agreement, upon consummation of the Acquisition, Performance Shares held by the Reporting Person converted to ADI time-based restricted stock units ("RSUs") for shares of ADI common stock, with the number of RSUs determined by multiplying the number of Performance Shares by a performance factor determined in accordance with the terms of the applicable Performance Share award agreement and the 0.63 exchange ratio.
F5	Per the terms of the Merger Agreement, the RSUs vest at the time determined in the original Performance Share award agreement. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of ADI common stock.