Vincent Roche - Dec 11, 2023 Form 4/A - Amendment 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 - Amendment
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	$2.5M	+30K	+190.92%	$83.48	45.7K	Dec 11, 2023	Direct
transaction	ADI	Comm Stock - $.16-2/3 value	Sale	-$5.57M	-30K	-65.63%	$185.65	15.7K	Dec 11, 2023	Direct	F1
holding	ADI	Comm Stock-$.16-2/3 value						55K	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	Award	$0	+19.4K	+100%	$0.00	38.7K	Dec 11, 2023	Comm Stock - $.16-2/3 value	19.4K	$0.00	Direct	F3
transaction	ADI	Non-Qualified Stock Option (right to buy)	Options Exercise	-$2.5M	-30K	-37.5%	$83.48	50K	Dec 11, 2023	Comm Stock - $.16-2/3 value	30K	$83.48	Direct	F4

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

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.