Vincent Roche Form 4 ANALOG DEVICES / VINCENT ROCHE ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

ROCHE VINCENT

(Last)

(First)

(Middle)

ONE ANALOG WAY

(Street)

WILMINGTON

01887

(City)

(State)

(Zip)

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)
Chair & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Comm Stock - $.16-2/3 value	11/01/2024		M		10,000	A	$91.13	31,982.973⁽¹⁾	D
Comm Stock - $.16-2/3 value	11/01/2024		S		10,000⁽²⁾	D	$223.87	21,982.973	D
Comm Stock-$.16-2/3 value								34,828⁽³⁾	I⁽⁴⁾	Vincent Roche 2023 Grantor Retained Annuity Trust
Comm Stock-$.16-2/3 value								43,515	I⁽⁵⁾	Vincent Roche 2024 Grantor Retained Annuity Trust

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$91.13	11/01/2024		M			10,000	03/29/2019⁽⁶⁾	03/29/2028	Comm Stock - $.16-2/3 value	10,000	$91.13	30,017	D

Explanation of Responses:

1. Excludes 23,343 shares that the Reporting Person previously owned directly, which were contributed to the Vincent Roche 2024 Grantor Retained Annuity Trust.

2. These shares were sold pursuant to a 10b5-1 plan adopted by the Reporting Person on March 1, 2024.

3. A disbursement of 20,172 shares was made from the Vincent Roche 2023 Grantor Retained Annuity Trust to the Reporting Person in satisfaction of the Trust's annuity obligation, which shares were contributed to the Vincent Roche 2024 Grantor Annuity Trust.

4. Shares held by the Vincent Roche 2023 Grantor Retained Annuity Trust dated August 25, 2023.

5. Shares held by the Vincent Roche 2024 Grantor Retained Annuity Trust dated October 3, 2024.

6. This option is fully vested.

Remarks:

	/s/ Shelly Shaw, General Counsel, by Power of Attorney	11/05/2024
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Vincent Roche Form 4ANALOG DEVICES / VINCENT ROCHE ownership change