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AT&T INC. Director's Dealing 2012

Jan 30, 2012

29786_dirs_2012-01-30_16289dbd-71fa-4696-8c63-7e1d2872295a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-01-26

Reporting Person: STANKEY JOHN T (Pres. & CEO, AT&T Corp.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-26 Common Stock A 163173.12 Acquired 155726.9565 Indirect
2012-01-26 Common Stock F 56891.3586 $29.45 Disposed 98835.5979 Indirect
2012-01-26 Common Stock D 53141.7614 $29.45 Disposed 45693.8365 Indirect
2012-01-27 Common Stock G 2500 Disposed 157190 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-01-26 Restricted Stock Units (2012) $0 A 75976 Acquired Common Stock (75976) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 256114 Direct
Common Stock 3244.9756 Indirect

Footnotes

F1: Total performance shares distributed.

F2: Mandatory tax withholding on distribution of performance shares.

F3: Represents portion of the performance shares distributed in cash, after taxes.

F4: Reflects transfer of 53,140 shares owned indirectly in benefit plan to direct ownership due to distribution of performance shares.

F5: Resticted stock units acquired pursuant to 2011 Incentive Plan. Each unit will convert into one share of Issuer's common stock. Units vest on 01/26/2016. Vesting (but not distribution) is accelerated on retirement eligibility.