Gregory M. Bryant - Mar 15, 2022 Form 4 Insider Report for ANALOG DEVICES INC (ADI)

Role: Executive Vice President
Signature: /s/ Shelly Shaw, Associate General Counsel, by Power of Attorney
Stock symbol: ADI
Transactions as of: Mar 15, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/17/2022, 06:18 PM
Previous filing: Dec 6, 2021
Next filing: Apr 6, 2022

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	+35.2K		$0.00	35.2K	Mar 15, 2022	Comm Stock - $.16-2/3 value	35.2K	$0.00	Direct	F1
transaction	ADI	Restricted Stock Unit (RSU)	Award	$0	+34.8K		$0.00	34.8K	Mar 15, 2022	Comm Stock - $.16-2/3 value	34.8K	$0.00	Direct	F2
transaction	ADI	Performance-Based Restricted Stock Unit	Award	$0	+160K		$0.00	160K	Mar 15, 2022	Comm Stock - $.16-2/3 value	160K	$0.00	Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	The Restricted Stock Units granted to the Reporting Person on March 15, 2022 (the "Grant Date") vest in full on the third anniversary of the Grant Date. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
F2	The Restricted Stock Units granted to the Reporting Person on March 15, 2022 (the "Grant Date") vest in full on the first, second, third and fourth anniversaries of the Grant Date. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
F3	Each Performance-Based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 150% 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.
F4	Unless earlier forfeited under the terms of the Performance-Based RSU, such award vests (i) with respect to 75% of the target Performance-Based RSUs if the average closing price of the Company's common stock on the Nasdaq Global Select Market over any 70 consecutive trading day period during a four-year performance period equals or exceeds $200 and (ii) with respect to an additional 75% of the target Performance Based RSU if the average closing price of the Company's common stock on the Nasdaq Global Select Market over any 70 consecutive trading day period during the four-year performance period equals or exceeds $220, for a maximum of 150% of the target Performance-Based RSUs.