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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance-Based Restricted Stock Unit | $ 0 (3) | 05/30/2024 | M | 120,069 (1) | (4) | (4) | Comm Stock - $.16-2/3 value | 120,069 | $ 0 | 120,069 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Bryant Gregory M ONE ANALOG WAY WILMINGTON, MA 01887 |
EVP & Pres. Global Bus. Units | |||
| /s/ Shelly Shaw, General Counsel, by Power of Attorney | 06/03/2024 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represents shares of common stock of the Company issued to the Reporting Person on May 30, 2024 as a result of the achievement of the pre-established performance parameters set forth in clause (i) of footnote 4 below. |
| (2) | This disposition represents shares withheld to satisfy tax withholding obligations on the Performance-Based Restricted Stock Units (Performance-Based RSU) that vested on May 30, 2024, and are reported herein. |
| (3) | Each Performance-Based RSU represents the right to receive, following vesting, 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. |
| (4) | The Performance-Based RSU award (i) vested with respect to 75% of the target Performance-Based RSUs as a result of the average closing price of the Company's common stock on the Nasdaq Global Select Market over a 70 consecutive trading day period during the four-year performance period exceeding $200 and (ii) unless earlier forfeited under the terms of such award, may vest with respect to an additional 75% of the target Performance Based RSUs if the average closing price of the Company's common stock on the Nasdaq Global Select Market over any 70 consecutive trading day period during the four-year performance period equals or exceeds $220, for a maximum of 150% of the target Performance-Based RSUs. |