Prashanth Mahendra-Rajah - Apr 3, 2023 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: Apr 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/5/2023, 05:06 PM
Previous filing: Mar 29, 2023
Next filing: Apr 12, 2023

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	+10.4K		$0.00	10.4K	Apr 3, 2023	Comm Stock - $.16-2/3 value	10.4K	$0.00	Direct	F1
transaction	ADI	Performance-Based Restricted Stock Unit	Award	$0	+6.99K		$0.00	6.99K	Apr 3, 2023	Comm Stock - $.16-2/3 value	6.99K	$0.00	Direct	F2, F3
transaction	ADI	Performance-Based Restricted Stock Unit	Award	$0	+10.5K		$0.00	10.5K	Apr 3, 2023	Comm Stock - $.16-2/3 value	10.5K	$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 3, 2023 vest in equal installments on the first, second, third and fourth anniversaries of March 15, 2023. 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 and Talent Committee, over a three-year performance period beginning on March 15, 2023 and ending on March 15, 2026 and vesting on March 29, 2026.
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 and Talent 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, 2023.