Statement of Changes in Beneficial Ownership (4)
September 13 2021 - 4:44PM
Edgar (US Regulatory)
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 OF SECURITIES
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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)
9/9/2021 |
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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 | 9/9/2021 | | M | | 12951 | A(1) | $0 | 106768 | D | |
| Comm Stock - $.16-2/3 value | 9/9/2021 | | M | | 18000 | A(1) | $0 | 124768 | D | |
| Comm Stock - $.16-2/3 value | | | | | | | | 623972 | I | Living Trust |
| Comm Stock - $.16-2/3 value | | | | | | | | 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 | 9/9/2021 | | M | | | 12951 | (1)(2) | (2) | Comm Stock - $.16-2/3 value | 12951.0 | $0 | 0 | D | |
| Restricted Stock Unit (RSU) | $0.0 | 9/9/2021 | | M | | | 18000 | (1)(3) | (3) | Comm Stock - $.16-2/3 value | 18000.0 | $0 | 0 | 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 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. |
| (2) | 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. |
| (3) | 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. |
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 | | 9/13/2021 |
| **Signature of Reporting Person | Date |
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