Sec Form 4 Filing - REAY ROBERT @ LINEAR TECHNOLOGY CORP /CA/ - 2017-03-10

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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
REAY ROBERT
2. Issuer Name and Ticker or Trading Symbol
LINEAR TECHNOLOGY CORP /CA/ [ LLTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP & GM Mixed Signal
(Last) (First) (Middle)
1630 MCCARTHY BLVD
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2017
(Street)
MILPITAS, CA95035
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
Common Stock 03/10/2017 D 114,772 D 0 D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
REAY ROBERT
1630 MCCARTHY BLVD
MILPITAS, CA95035
VP & GM Mixed Signal
Signatures
Robert Reay 03/13/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to Agreement and Plan of Merger, dated July 26, 2016 (the "Merger Agreement"), Analog Devices, Inc. ("Analog Devices") acquired Linear Technology Corporation ("Linear") in a merger transaction (the "Merger") which became effective on March 10, 2017. At the effective time of the merger, each share of Linear common stock converted into the right to receive, without interest, (a) $46.00 in cash and (b) 0.2321 of an ordinary share of Analog Devices ("Merger Consideration").
( 2 )35,000 of these securities were restricted shares of Linear common stock subject to outstanding awards that were granted on or prior to July 22, 2016. In accordance with the Merger Agreement, these awards were converted into awards representing the right to receive the Merger Consideration, with the converted awards subject to vesting over the original vesting schedule of the Linear awards.
( 3 )25,000 of these securities were restricted shares of Linear common stock subject to outstanding awards that were granted after July 22, 2016. In accordance with the Merger Agreement, these awards were converted into Analog Devices restricted share awards representing the right to receive 0.9947 shares of Analog Devices common stock in respect to each share of Linear Common Stock underlying the awards, with the converted awards subject to vesting over the original vesting schedule of the Linear awards.

Remarks:
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 26, 2016, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on July 29, 2016.

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