Katsufumi Nakamura - 03 Nov 2024 Form 3 Insider Report for ANALOG DEVICES INC (ADI)

Role: SVP & Chief Customer Officer
Signature: /s/ Shelly Shaw, General Counsel, by Power of Attorney
Issuer symbol: ADI
Transactions as of: 03 Nov 2024
Net transactions value: $0
Form type: 3
Filing time: 12 Nov 2024, 16:40:31 UTC
Next filing: 12 Dec 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ADI	Comm Stock-$.16-2/3 value						2,128	03 Nov 2024	Direct

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
holding	ADI	Non-Qualified Stock Option (right to buy)							03 Nov 2024	Comm Stock-$.16-2/3 value	2,490	$91.13	Direct	F1
holding	ADI	Non-Qualified Stock Option (right to buy)							03 Nov 2024	Comm Stock-$.16-2/3 value	2,320	$108.08	Direct	F1
holding	ADI	Restricted Stock Unit							03 Nov 2024	Comm Stock - $.16-2/3 value	309	$0.000000	Direct	F2
holding	ADI	Restricted Stock Unit							03 Nov 2024	Comm Stock - $.16-2/3 value	1,114	$0.000000	Direct	F3
holding	ADI	Performance-Based Restricted Stock Unit							03 Nov 2024	Comm Stock-$.16-2/3 value	236	$0.000000	Direct	F4
holding	ADI	Performance-Based Restricted Stock Unit							03 Nov 2024	Comm Stock - $.16-2/3 value	643	$0.000000	Direct	F5
holding	ADI	Restricted Stock Unit							03 Nov 2024	Comm Stock-$.16-2/3 value	1,396	$0.000000	Direct	F6
holding	ADI	Performance-Based Restricted Stock Unit							03 Nov 2024	Comm Stock-$.16-2/3 value	536	$0.000000	Direct	F7
holding	ADI	Performance-Based Restricted Stock Unit							03 Nov 2024	Comm Stock-$.16-2/3 value	208	$0.000000	Direct	F8
holding	ADI	Restricted Stock Unit							03 Nov 2024	Comm Stock-$.16-2/3 value	1,667	$0.000000	Direct	F9
holding	ADI	Performance-Based Restricted Stock Unit							03 Nov 2024	Comm Stock-$.16-2/3 value	481	$0.000000	Direct	F10
holding	ADI	Performance-Based Restricted Stock Unit							03 Nov 2024	Comm Stock-$.16-2/3 value	192	$0.000000	Direct	F11

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

Explanation of Responses:

Id	Content
F1	This option is fully vested.
F2	The Restricted Stock Units (RSUs) granted to the Reporting Person on March 10, 2021 vest in equal installments on the first, second, third and fourth anniversaries of March 10, 2021. Upon each vesting date, each vested RSU shall automatically convert into one share of common stock.
F3	The RSUs 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 share of common stock.
F4	Each Performance-Based RSU represents the right to receive, following the 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 the grant date and ending on March 15, 2025 and vesting on March 29, 2025.
F5	Each Performance-Based RSU represents the right to receive, following the 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, 2022.
F6	The RSUs 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 share of common stock.
F7	Each Performance-Based RSU represents the right to receive, following the 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.
F8	Each Performance-Based RSU represents the right to receive, following the 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 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.
F9	The RSUs granted to the Reporting Person on September 10, 2024 vest in equal installments on the first, second, third and fourth anniversaries of August 15, 2024. Upon each vesting date, each vested RSU shall automatically convert into one share of common stock.
F10	Each Performance-Based RSU represents the right to receive, following the 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 three-year performance period beginning on the first day of the third quarter of the Company's fiscal year 2024 and ending on the last day of the second quarter of the Company's fiscal year 2027, and vesting on August 29, 2027.
F11	Each Performance-Based RSU represents the right to receive, following the 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 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 August 15, 2024 and ending on August 15, 2027, and vesting on August 29, 2027.