Prashanth Mahendra-Rajah - Dec 5, 2022 Form 4 Insider Report for ANALOG DEVICES INC (ADI)

Role: EVP, Finance & CFO
Signature: /s/ Shelly Shaw, Associate General Counsel, by Power of Attorney
Stock symbol: ADI
Transactions as of: Dec 5, 2022
Transactions value $: -$1,568,808
Form type: 4
Date filed: 3/17/2023, 05:47 PM
Previous filing: Oct 5, 2022
Next filing: Dec 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ADI	Comm Stock - $.16-2/3 value	Options Exercise	$0	+1.78K	+12.96%	$0.00	15.5K	Mar 15, 2023	Direct
transaction	ADI	Comm Stock - $.16-2/3 value	Tax liability	-$158K	-861	-5.55%	$182.93	14.6K	Mar 15, 2023	Direct	F1
transaction	ADI	Comm Stock - $.16-2/3 value	Options Exercise	$0	+3.06K	+20.91%	$0.00	17.7K	Mar 15, 2023	Direct
transaction	ADI	Comm Stock - $.16-2/3 value	Tax liability	-$271K	-1.48K	-8.36%	$182.93	16.2K	Mar 15, 2023	Direct	F1
transaction	ADI	Comm Stock - $.16-2/3 value	Options Exercise	$0	+6.77K	+41.71%	$0.00	23K	Mar 15, 2023	Direct
transaction	ADI	Comm Stock - $.16-2/3 value	Options Exercise	$0	+7.12K	+30.95%	$0.00	30.1K	Mar 15, 2023	Direct
transaction	ADI	Comm Stock - $.16-2/3 value	Tax liability	-$1.14M	-6.24K	-20.71%	$182.93	23.9K	Mar 15, 2023	Direct	F2

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)	Options Exercise	$0	-1.78K	-50%	$0.00	1.78K	Mar 15, 2023	Comm Stock - $.16-2/3 value	1.78K	$0.00	Direct	F3
transaction	ADI	Restricted Stock Unit (RSU)	Options Exercise	$0	-3.06K	-25%	$0.00	9.18K	Mar 15, 2023	Comm Stock - $.16-2/3 value	3.06K	$0.00	Direct	F4
transaction	ADI	Performance-Based Restricted Stock Unit	Award	$0	+6.77K		$0.00	6.77K	Dec 5, 2022	Comm Stock - $.16-2/3 value	6.77K	$0.00	Direct	F5
transaction	ADI	Performance-Based Restricted Stock Unit	Options Exercise	$0	-6.77K	-100%	$0.00^*	0	Mar 15, 2023	Comm Stock - $.16-2/3 value	6.77K	$0.00	Direct	F6
transaction	ADI	Performance-Based Restricted Stock Unit	Options Exercise	$0	-7.12K	-100%	$0.00^*	0	Mar 15, 2023	Comm Stock - $.16-2/3 value	7.12K	$0.00	Direct	F6

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

Explanation of Responses:

Id	Content
F1	This disposition represents shares withheld to satisfy tax withholding obligations on the restricted stock units that vested on March 15, 2022 and are reported herein.
F2	This disposition represents shares withheld to satisfy tax withholding obligations on the performance restricted stock units that vested on March 15, 2022 and are reported herein.
F3	The Restricted Stock Units granted to the Reporting Person on March 11, 2020 vest in equal installments on the first, second, third and fourth anniversaries of March 15, 2020. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Issuer.
F4	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 Issuer.
F5	Represents shares of common stock of the Issuer to be issued to the Reporting Person on March 15, 2023 (the "Vesting Date"), subject to the Reporting Person's continued service through the Vesting Date, as a result of the certification by the Issuer's Compensation Committee on December 5, 2022 of the achievement of pre-established performance parameters at 195.1% of the target established for the performance-based restricted stock units granted to the Reporting Person on March 11, 2020.
F6	This transaction represents the settlement of performance-based RSUs granted on March 11, 2020 in shares of common stock of the Issuer on the Vesting Date as a result of the certification by the Issuer's Compensation Committee on December 5, 2022 of the satisfaction of performance criteria at 195.1% of target.