Tunc Doluca - Aug 26, 2021 Form 4 Insider Report for MAXIM INTEGRATED PRODUCTS INC (MXIM)

Signature
/s/ BY MARK CASPER, ATTORNEY-IN-FACT FOR TUNC DOLUCA
Stock symbol
MXIM
Transactions as of
Aug 26, 2021
Transactions value $
$0
Form type
4
Date filed
8/30/2021, 09:12 PM
Previous filing
Aug 24, 2021
Next filing
Sep 13, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MXIM Common Stock Disposed to Issuer -38.6K -100% 0 Aug 26, 2021 Direct F1, F2, F3
transaction MXIM Common Stock Disposed to Issuer -990K -100% 0 Aug 26, 2021 By Trust F1, F2
transaction MXIM Common Stock Disposed to Issuer -176K -100% 0 Aug 26, 2021 By Trust F1, 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 MXIM Performance Shares Disposed to Issuer $0 -62K -100% $0.00* 0 Aug 26, 2021 Common Stock $0.00 Direct F4, F5
transaction MXIM Performance Shares Disposed to Issuer $0 -97.4K -100% $0.00* 0 Aug 26, 2021 Common Stock $0.00 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Tunc Doluca is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of July 12, 2020 (the "Merger Agreement"), among the Issuer, Analog Devices, Inc. ("ADI") and Magneto Corp. ("Merger Sub"), pursuant to which (i) Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of ADI , and (ii) at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") outstanding immediately prior to the Effective Time was disposed of in exchange for 0.6300 (the "Exchange Ratio") of a share of common stock, par value $0.16 2/3 per share,
F2 (Continued from Footnote 1) of ADI (having a market value at the Effective Time of $103.32 per share of Common Stock based on the closing price per share of ADI common stock on the last trading day prior to the Merger of $164.00 per share), together with cash in lieu of any fractional shares of ADI common stock.
F3 Includes 38,626 Restricted Shares that, pursuant to the Merger Agreement, were disposed of in exchange for a number of restricted shares of ADI common stock based on the Exchange Ratio on the same vesting and other terms and conditions as the Restricted Shares.
F4 Represents performance share units of the Issuer that were previously reported in connection with a performance share award granted on September 3, 2019 and would have vested on August 15, 2023.
F5 In accordance with the terms of the Merger Agreement and the award agreement, (i) 33,408 shares underlying such performance share award automatically vested immediately prior to the Effective Time, with the number of shares of Common Stock ultimately acquired upon such vesting event being net of a number shares of Common Stock withheld for tax withholding pursuant to the award agreement and which Common Stock was disposed of at the Effective Time for a number of shares of ADI common stock based on the Exchange Ratio and (ii) the balance of such performance share award was disposed of in exchange for a time-based restricted stock unit award with respect to a number of shares of ADI common stock determined by multiplying the number of shares of Common Stock subject to such performance share award (after giving effect to the applicable provisions, if any, of the award agreement governing the treatment of such award upon the consummation of a "change in control"), by the Exchange Ratio.
F6 Represents performance share units of the Issuer that were previously reported in connection with a performance share award granted on September 4, 2018 and would have vested on August 15, 2022.
F7 In accordance with the terms of the Merger Agreement and the award agreement, (i) 76,883 shares underlying such performance share award automatically vested immediately prior to the Effective Time, with the number of shares of Common Stock ultimately acquired upon such vesting event being net of a number shares of Common Stock withheld for tax withholding pursuant to the award agreement and which Common Stock was disposed of at the Effective Time for a number of shares of ADI common stock based on the Exchange Ratio and (ii) the balance of such performance share award was disposed of in exchange for a time-based restricted stock unit award with respect to a number of shares of ADI common stock determined by multiplying the number of shares of Common Stock subject to such performance share award (after giving effect to the applicable provisions, if any, of the award agreement governing the treatment of such award upon the consummation of a "change in control"), by the Exchange Ratio.