Edgar Filing: ANALOG DEVICES INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Real Peter

2. Issuer Name and Ticker or Trading Symbol
ANALOG DEVICES INC [ADI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP & Chief Technology Officer

(Last)

(First)

(Middle)

P.O. BOX 9106, ONE TECHNOLOGY WAY

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2015

(Street)

NORWOOD, MA 02062-9106

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	06/04/2015		P⁽¹⁾		144	A	$ 67.08	144	I	in Analog Ireland Success Sharing Share Plan
Comm Stock - $.16-2/3 value	12/03/2015		P⁽²⁾		74	A	$ 60.36	218	I	in Analog Ireland Success Sharing Share Plan
Comm Stock - $.16-2/3 value								7,286	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Real Peter P.O. BOX 9106 ONE TECHNOLOGY WAY NORWOOD, MA 02062-9106			SVP & Chief Technology Officer

Signatures

/s/ Cynthia M. McMakin, Associate General Counsel, by Power of Attorney		12/07/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person's purchase of 144 shares of ADI common stock through the Analog Ireland Success Sharing Share Plan reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), with the reporting person's sale of 7,500 shares of ADI common stock at a weighted average price of $57.43 per share on December 22, 2014 and sale of 7,500 shares of ADI common stock at a weighted average price of $59.31 per share on March 18, 2015. The reporting person realized no profit in connection with the short-swing transactions. The deemed disposition of 1,888 shares on March 17, 2015 to satisfy tax withholding obligations is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e), and therefore not matchable under Section 16(b) of the Exchange Act.
(2)	The deemed disposition of 1,683 shares on March 14, 2016 to satisfy tax withholding obligations is exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3(e), and therefore not matchable under Section 16(b) of the Exchange Act.

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