Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Henderson Gregory N.
2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2017
3. Issuer Name and Ticker or Trading Symbol
ANALOG DEVICES INC [ADI]
(Last)
(First)
(Middle)
PO BOX 9106, ONE TECHNOLOGY WAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Atmtve, Comm, ArSpc & Def
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NORWOOD, MA 02062
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Comm Stock - $.16-2/3 value 5,543
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) 03/11/2016(1) 03/11/2025 Comm Stock - $.16-2/3 value 9,740 $ 57.29 D  
Non-Qualified Stock Option (right to buy) 03/09/2017(2) 03/09/2026 Comm Stock - $.16-2/3 value 7,639 $ 54.93 D  
Non-Qualified Stock Option (right to buy) 03/08/2018(3) 03/08/2027 Comm Stock - $.16-2/3 value 5,865 $ 83.48 D  
Restricted Stock Unit (RSU) 08/15/2017(4)   (4) Comm Stock - $.16-2/3 value 1,315 $ 0 D  
Restricted Stock Unit (RSU) 10/03/2017(5)   (5) Comm Stock - $.16-2/3 value 1,824 $ 0 D  
Restricted Stock Unit (RSU) 03/03/2018(6)   (6) Comm Stock - $.16-2/3 value 1,052 $ 0 D  
Restricted Stock Unit (RSU) 03/11/2018(7)   (7) Comm Stock - $.16-2/3 value 1,880 $ 0 D  
Restricted Stock Unit (RSU) 03/09/2019(8)   (8) Comm Stock - $.16-2/3 value 1,968 $ 0 D  
Restricted Stock Unit (RSU) 03/08/2020(9)   (9) Comm Stock - $.16-2/3 value 1,284 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Henderson Gregory N.
PO BOX 9106
ONE TECHNOLOGY WAY
NORWOOD, MA 02062
      SVP, Atmtve, Comm, ArSpc & Def  

Signatures

/s/ Gregory N. Henderson 06/19/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 11, 2015.
(2) This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 9, 2016.
(3) This option vests in equal installments on the first, second, third, fourth and fifth anniversaries of the original grant date, which was March 8, 2017.
(4) The Restricted Stock Units granted to the reporting person on August 15, 2014 (the "Original Grant Date") vest 100% on August 15, 2017. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
(5) The Restricted Stock Units granted to the reporting person on July 25, 2014 (the "Original Grant Date") vest 100% on October 3, 2017. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
(6) The Restricted Stock Units granted to the reporting person on July 25, 2014 (the "Original Grant Date") vest 100% on March 3, 2018. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
(7) The Restricted Stock Units granted to the reporting person on March 11, 2015 (the "Original Grant Date") vest 100% on the third anniversary of the Original Grant Date. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
(8) The Restricted Stock Units granted to the reporting person on March 9, 2016 (the "Original Grant Date") vest 100% on the third anniversary of the Original Grant Date. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.
(9) The Restricted Stock Units granted to the reporting person on March 8, 2017 (the "Original Grant Date") vest 100% on the third anniversary of the Original Grant Date. Upon the vesting date, each vested RSU shall automatically convert into one (1) share of common stock of the Company.

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