TUNC DOLUCA - 09 Sep 2021 Form 4 Insider Report for ANALOG DEVICES INC (ADI)

Role
Director
Signature
/s/ Eric French, Senior Corporate Counsel, by Power of Attorney
Issuer symbol
ADI
Transactions as of
09 Sep 2021
Transactions value $
$0
Form type
4
Filing time
13 Sep 2021, 16:44:14 UTC
Previous filing
30 Aug 2021
Next filing
16 Sep 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ADI Comm Stock - $.16-2/3 value Options Exercise $0 +13K +13.8% $0.00 107K 09 Sep 2021 Direct F1
transaction ADI Comm Stock - $.16-2/3 value Options Exercise $0 +18K +16.86% $0.00 125K 09 Sep 2021 Direct F1
holding ADI Comm Stock - $.16-2/3 value 624K 09 Sep 2021 Living Trust
holding ADI Comm Stock - $.16-2/3 value 111K 09 Sep 2021 Irrevocable Trust

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 ADI Restricted Stock Unit (RSU) Options Exercise $0 -13K -100% $0.00* 0 09 Sep 2021 Comm Stock - $.16-2/3 value 13K $0.00 Direct F1, F2
transaction ADI Restricted Stock Unit (RSU) Options Exercise $0 -18K -100% $0.00* 0 09 Sep 2021 Comm Stock - $.16-2/3 value 18K $0.00 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 26, 2021, Analog Devices, Inc. ("ADI") completed its acquisition (the "Acquisition") of Maxim Integrated Products, Inc. ("Maxim"). At the time of the Acquisition the Reporting Person held Maxim Performance Shares, which converted to ADI time-based restricted stock units ("RSUs"), with the number of RSUs determined by multiplying the number of Performance Shares by a performance factor and a 0.63 exchange ratio. Under the terms of the applicable Performance Share Agreement and the Amended and Restated Change in Control Employee Severance Plan for U.S. Based Employees ("CIC Plan"), the Reporting Person's ADI RSUs vested in full upon his termination following consummation of the Acquisition, subject only to the Reporting Person's execution and non-revocation of a release pursuant to the terms of the CIC Plan. The Reporting Person delivered the release on September 9, 2021 at which time the RSUs vested in full.
F2 Per the terms of the Merger Agreement, the RSUs vest at the time determined in the original Performance Share award agreement, which was August 15, 2022. Vesting of the shares was accelerated under the CIC Plan in connection with the Reporting Person's termination and execution and non-revocation of a release following the consummation of the Acquisition.
F3 Per the terms of the Merger Agreement, the RSUs vest at the time determined in the original Performance Share award agreement, which was August 15, 2023. Vesting of the shares was accelerated under the CIC Plan in connection with the Reporting Person's termination and execution and non-revocation of a release following the consummation of the Acquisition.