Martin Cotter - Dec 1, 2024 Form 3 Insider Report for ANALOG DEVICES INC (ADI)

Role: SVP, Vertical Business Units
Signature: /s/ Shelly Shaw, General Counsel, by Power of Attorney
Stock symbol: ADI
Transactions as of: Dec 1, 2024
Transactions value $: $0
Form type: 3
Date filed: 12/10/2024, 04:25 PM
Previous filing: Sep 21, 2021
Next filing: Dec 12, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ADI	Comm Stock-$.16-2/3 value						42.5K	Dec 1, 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)							Dec 1, 2024	Comm Stock - $.16-2/3 value	17.6K	$83.48	Direct	F1
holding	ADI	Non-Qualified Stock Option (right to buy)							Dec 1, 2024	Comm Stock - $.16-2/3 value	20.6K	$91.13	Direct	F1
holding	ADI	Non-Qualified Stock Option (right to buy)							Dec 1, 2024	Comm Stock - $.16-2/3 value	10.2K	$108.08	Direct	F1
holding	ADI	Non-Qualified Stock Option (right to buy)							Dec 1, 2024	Comm Stock - $.16-2/3 value	7.51K	$108.08	Direct	F1
holding	ADI	Non-Qualified Stock Option (right to buy)							Dec 1, 2024	Comm Stock - $.16-2/3 value	24.2K	$94.41	Direct	F1
holding	ADI	Non-Qualified Stock Option (right to buy)							Dec 1, 2024	Comm Stock - $.16-2/3 value	14.2K	$147.11	Direct	F2
holding	ADI	Restricted Stock Unit							Dec 1, 2024	Comm Stock - $.16-2/3 value	969	$0.00	Direct	F3
holding	ADI	Performance-Based Restricted Stock Unit							Dec 1, 2024	Comm Stock - $.16-2/3 value	6.74K	$0.00	Direct	F4
holding	ADI	Performance-Based Restricted Stock Unit							Dec 1, 2024	Comm Stock-$.16-2/3 value	4.25K	$0.00	Direct	F5
holding	ADI	Restricted Stock Unit							Dec 1, 2024	Comm Stock - $.16-2/3 value	3.34K	$0.00	Direct	F6
holding	ADI	Performance-Based Restricted Stock Unit							Dec 1, 2024	Comm Stock-$.16-2/3 value	6.29K	$0.00	Direct	F7
holding	ADI	Performance-Based Restricted Stock Unit							Dec 1, 2024	Comm Stock-$.16-2/3 value	4.18K	$0.00	Direct	F8
holding	ADI	Restricted Stock Unit							Dec 1, 2024	Comm Stock-$.16-2/3 value	4.67K	$0.00	Direct	F9
holding	ADI	Performance-Based Restricted Stock Unit							Dec 1, 2024	Comm Stock-$.16-2/3 value	5.88K	$0.00	Direct	F10
holding	ADI	Performance-Based Restricted Stock Unit							Dec 1, 2024	Comm Stock-$.16-2/3 value	4.02K	$0.00	Direct	F11
holding	ADI	Restricted Stock Unit							Dec 1, 2024	Comm Stock-$.16-2/3 value	5.83K	$0.00	Direct	F12

* 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	This option vests in equal installments on the first, second, third and fourth anniversaries of March 15, 2021.
F3	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 15, 2021. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
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 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.
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 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.
F6	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 (1) 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 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.
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.
F12	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.