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 +Grant/Award $0 +93,817 $0.00 93,817 Aug 26, 2021 Direct F1
transaction ADI Comm Stock - $.16-2/3 value +Grant/Award $0 +623,972 $0.00 623,972 Aug 26, 2021 Living Trust F2
transaction ADI Comm Stock - $.16-2/3 value +Grant/Award $0 +111,057 $0.00 111,057 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) +Grant/Award $0 +12,951 $0.00 12,951 Aug 26, 2021 Comm Stock - $.16-2/3 value 12,951 $0.00 Direct F4, F5
transaction ADI Restricted Stock Unit (RSU) +Grant/Award $0 +18,000 $0.00 18,000 Aug 26, 2021 Comm Stock - $.16-2/3 value 18,000 $0.00 Direct F4, F5

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.