Sec Form 4 Filing - ROCHE VINCENT @ ANALOG DEVICES INC - 2020-12-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ROCHE VINCENT 2. Issuer Name and Ticker or Trading Symbol ANALOG DEVICES INC [ ADI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) ONE ANALOG WAY 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2020 (Street) WILMINGTON, MA01887 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance-Based Stock Option (right to buy) $ 144.06 12/15/2020 A 460,000 ( 1 ) 12/15/2030 Comm Stock - $.16-2/3 value 460,000 $ 0 460,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROCHE VINCENT ONE ANALOG WAY WILMINGTON, MA01887 X President & CEO Signatures /s/ Yoon Ah Oh, Associate General Counsel, by Power of Attorney 12/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option becomes exercisable, if at all, with respect to 153,333 shares, 153,333 shares and 153,334 shares 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 a five-year period from December 15, 2020 to December 15, 2025 equals or exceeds $180, $200 and $220 (each, a "Target Price Threshold"), respectively. If a Target Price Threshold is attained, the earned number of shares will become exercisable one year after the attainment date, or if earlier, on December 15, 2025, in each case provided that the reporting person continues to serve as CEO (or in a substantially similar role, as determined by the Board) on the applicable vesting date. Each Target Price Threshold may be met only once.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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