Statement of Changes in Beneficial Ownership (4)
18 Juni 2019 - 11:21PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Cotter Martin
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2. Issuer Name
and
Ticker or Trading Symbol
ANALOG DEVICES INC
[
ADI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP, WW Sales & Dig MKTG
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(Last)
(First)
(Middle)
PO BOX 9106, ONE TECHNOLOGY WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/17/2019
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(Street)
NORWOOD, MA 02062-9106
(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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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$108.08
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6/17/2019
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A
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7512
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3/13/2020
(1)
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3/13/2029
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Comm Stock - $.16-2/3 value
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7512.0
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$0
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7512
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D
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Restricted Stock Unit (RSU)
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$0.0
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6/17/2019
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A
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1697
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3/13/2020
(2)
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(2)
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Comm Stock - $.16-2/3 value
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1697.0
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$0
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1697
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D
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Performance-Based Restricted Stock Unit
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$0.0
(3)
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6/17/2019
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A
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V
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1697
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3/27/2022
(4)
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(4)
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Comm Stock - $.16-2/3 value
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1697.0
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$0
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1697
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D
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Performance-Based Restricted Stock Unit
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$0.0
(5)
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6/17/2019
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A
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V
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1697
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3/13/2022
(6)
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(6)
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Comm Stock - $.16-2/3 value
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1697.0
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$0
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1697
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D
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Explanation of Responses:
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(1)
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This option vests in equal installments on the first, second, third, and fourth anniversaries of March 13, 2019.
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(2)
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The Restricted Stock Units granted to the Reporting Person on June 17, 2019 vest in equal installments on the first, second, third and fourth anniversaries of March 13, 2019. Upon each vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
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(3)
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Each Performance-Based Restricted Stock Unit (RSU) represents the right to receive, following vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters relating to the Company's relative total shareholder return (TSR) performance against the median TSR of a defined comparator group of companies, as approved by the Company's Compensation Committee, over a three-year performance period beginning on March 13, 2019 and ending on the third anniversary of March 13, 2019.
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(4)
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Unless earlier forfeited under the terms of the Performance-Based RSU, each Performance-Based RSU vests and converts into no more than 200% of one share of common stock of the Company three years and 14 days after March 13, 2019.
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(5)
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Each Performance-Based RSU represents the right to receive, following vesting, up to 200% of one share of common stock of the Company. The resulting number of shares of common stock of the Company acquired upon vesting of the Performance-Based RSUs is contingent upon the achievement of pre-established performance parameters relating to the Company's financial performance, as approved by the Company's Compensation Committee, over a one-year performance period, two-year cumulative performance period and three-year cumulative performance period, and vesting on March 13, 2022.
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(6)
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Unless earlier forfeited under the terms of the Performance-Based RSU, each Performance-Based RSU vests and converts into no more than 200% of one share of common stock of the Company on March 13, 2022.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cotter Martin
PO BOX 9106
ONE TECHNOLOGY WAY
NORWOOD, MA 02062-9106
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SVP, WW Sales & Dig MKTG
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Signatures
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/s/ Cynthia M. McMakin, Assistant General Counsel, by Power of Attorney
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6/18/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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