Vivek Jain - Apr 4, 2022 Form 4 Insider Report for ANALOG DEVICES INC (ADI)

Role: SVP, Global Operations
Signature: /s/ Shelly Shaw, Associate General Counsel, by Power of Attorney
Stock symbol: ADI
Transactions as of: Apr 4, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/6/2022, 05:59 PM
Previous filing: Jan 27, 2022
Next filing: Aug 17, 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	Performance-Based Restricted Stock Unit	Award	$0	+11.1K		$0.00	11.1K	Apr 4, 2022	Comm Stock - $.16-2/3 value	11.1K	$0.00	Direct	F1
transaction	ADI	Performance-Based Restricted Stock Unit	Award	$0	+7.08K		$0.00	7.08K	Apr 4, 2022	Comm Stock - $.16-2/3 value	7.08K	$0.00	Direct	F2, F3
transaction	ADI	Performance-Based Restricted Stock Unit	Award	$0	+11.2K		$0.00	11.2K	Apr 4, 2022	Comm Stock - $.16-2/3 value	11.2K	$0.00	Direct	F2, 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 April 4, 2022 vest in equal installments on the first, second, third and fourth anniversaries of March 15, 2022. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
F2	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 upon the vesting date.
F3	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 Company's relative total shareholder return (TSR) performance against the TSR of a defined comparator group of companies, as approved by the Company's Compensation Committee, over a three-year performance period beginning on the grant date and ending on March 15, 2025.
F4	Each Performance-Based 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 Company's financial performance, as approved by the Company's Compensation Committee, over a one-year performance period, two-year cumulative performance period and three-year cumulative performance period, and vesting on the third anniversary of March 15, 2022.