Gregory M. Bryant - May 30, 2024 Form 4 Insider Report for ANALOG DEVICES INC (ADI)

Role
EVP & Pres. Global Bus. Units
Signature
/s/ Shelly Shaw, General Counsel, by Power of Attorney
Stock symbol
ADI
Transactions as of
May 30, 2024
Transactions value $
-$11,557,241
Form type
4
Date filed
6/3/2024, 04:20 PM
Previous filing
Mar 20, 2024
Next filing
Jun 14, 2024

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 +120K +704.91% $0.00 137K May 30, 2024 Direct F1
transaction ADI Comm Stock - $.16-2/3 value Tax liability -$11.6M -50.2K -36.65% $230.00 86.9K May 30, 2024 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 Performance-Based Restricted Stock Unit Options Exercise $0 -120K -50% $0.00 120K May 30, 2024 Comm Stock - $.16-2/3 value 120K $0.00 Direct F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of common stock of the Company issued to the Reporting Person on May 30, 2024 as a result of the achievement of the pre-established performance parameters set forth in clause (i) of footnote 4 below.
F2 This disposition represents shares withheld to satisfy tax withholding obligations on the Performance-Based Restricted Stock Units (Performance-Based RSU) that vested on May 30, 2024, and are reported herein.
F3 Each Performance-Based RSU represents the right to receive, following vesting, 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.
F4 The Performance-Based RSU award (i) vested with respect to 75% of the target Performance-Based RSUs as a result of the average closing price of the Company's common stock on the Nasdaq Global Select Market over a 70 consecutive trading day period during the four-year performance period exceeding $200 and (ii) unless earlier forfeited under the terms of such award, may vest with respect to an additional 75% of the target Performance Based RSUs if the average closing price of the Company's common stock on the Nasdaq Global Select Market over any 70 consecutive trading day period during the four-year performance period equals or exceeds $220, for a maximum of 150% of the target Performance-Based RSUs.