Vincent Roche - Dec 11, 2023 Form 4/A - restatement Insider Report for ANALOG DEVICES INC (ADI)

Role
Chair & CEO, Director
Signature
/s/ Shelly Shaw, General Counsel, by Power of Attorney
Stock symbol
ADI
Transactions as of
Dec 11, 2023
Transactions value $
-$5,569,500
Form type
4/A - RESTATEMENT
Date filed
12/13/2023, 08:40 AM
Date Of Original Report
Dec 12, 2023
Previous filing
Sep 5, 2023
Next filing
Dec 21, 2023

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 $2,504,400 +30,000 +190.92% $83.48 45,713 Dec 11, 2023 Direct
transaction ADI Comm Stock - $.16-2/3 value -Sell -$5,569,500 -30,000 -65.63% $185.65 15,713 Dec 11, 2023 Direct F1
holding ADI Comm Stock-$.16-2/3 value 55,000 Dec 11, 2023 Vincent Roche 2023 Grantor Retained Annuity Trust 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 Performance-Based Restricted Stock Unit +Grant/Award $0 +19,361 +100% $0.00 38,722 Dec 11, 2023 Comm Stock - $.16-2/3 value 19,361 $0.00 Direct F3
transaction ADI Non-Qualified Stock Option (right to buy) -Options Exercise -$2,504,400 -30,000 -37.5% $83.48 50,000 Dec 11, 2023 Comm Stock - $.16-2/3 value 30,000 $83.48 Direct F4

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 These shares were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on April 6, 2023.
F2 Shares held by the Vincent Roche 2023 Grantor Retained Annuity Trust dated August 25, 2023.
F3 Represents shares of common stock of the Issuer to be issued to the Reporting Person on March 15, 2024 (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 and Talent Committee on December 11, 2023 of the achievement, at 200% of the target established, of pre-established performance parameters relating to the Issuer's financial performance with respect to the performance-based restricted stock units granted to the Reporting Person on March 10, 2021.
F4 This option vested in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 8, 2017.

Remarks:

The original Form 4 inadvertently did not check the box to indicate that certain reported transactions were made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). This Form 4/A is being filed solely to check such box.