Statement of Changes in Beneficial Ownership (4)
August 30 2021 - 6:19PM
Edgar (US Regulatory)
FORM 4
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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 OF SECURITIES
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OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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DOLUCA TUNC |
2. Issuer Name and Ticker or Trading Symbol
ANALOG DEVICES INC
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ADI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
ONE ANALOG WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/26/2021 |
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(Street)
WILMINGTON, MA 01887
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Comm Stock - $.16-2/3 value | 8/26/2021 | | A | | 93817 (1) | A | $0 | 93817 | D | |
| Comm Stock - $.16-2/3 value | 8/26/2021 | | A | | 623972 (2) | A | $0 | 623972 | I | Living Trust |
| Comm Stock - $.16-2/3 value | 8/26/2021 | | A | | 111057 (3) | A | $0 | 111057 | I | Irrevocable Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Restricted Stock Unit (RSU) | $0.0 | 8/26/2021 | | A | | 12951 (4) | | 8/15/2022 (5) | (5) | Comm Stock - $.16-2/3 value | 12951.0 | $0 | 12951 | D | |
| Restricted Stock Unit (RSU) | $0.0 | 8/26/2021 | | A | | 18000 (4) | | 8/15/2023 | (5) | Comm Stock - $.16-2/3 value | 18000.0 | $0 | 18000 | D | |
| Explanation of Responses: |
| (1) | 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 148,917 shares of Maxim common stock, including 38,626 restricted shares and 110,291 shares earned from Performance Shares that vested according to certain pre-established performance goals upon consummation of the Acquisition. In accordance with the Agreement and Plan of Merger (the "Merger Agreement") between ADI and Maxim, upon consummation of the Acquisition, the Reporting Person's 148,917 Maxim shares converted to 93,817 shares of ADI stock based on 0.63 exchange ratio. |
| (2) | At the time of the Acquisition, the Reporting Person held 990,432 shares of Maxim common stock indirectly through a living trust. Those shares converted to 623,972 shares of ADI common stock based on the 0.63 exchange ratio. |
| (3) | At the time of the Acquisition, the Reporting Person held 176,281 shares indirectly through an irrevocable trust. Those shares converted to 111,057 shares of ADI common stock based on the 0.63 exchange ratio. |
| (4) | Per the terms of the Merger Agreement, upon consummation of the Acquisition, Performance Shares held by the Reporting Person converted to ADI time-based restricted stock units ("RSUs") for shares of ADI common stock, with the number of RSUs determined by multiplying the number of Performance Shares by a performance factor determined in accordance with the terms of the applicable Performance Share award agreement and the 0.63 exchange ratio. |
| (5) | Per the terms of the Merger Agreement, the RSUs vest at the time determined in the original Performance Share award agreement. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of ADI common stock. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
DOLUCA TUNC
ONE ANALOG WAY
WILMINGTON, MA 01887 | X |
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Signatures
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| /s/ Eric French, Senior Corporate Counsel, by Power of Attorney | | 8/30/2021 |
| **Signature of Reporting Person | Date |
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