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AT&T INC. Director's Dealing 2012

Jan 30, 2012

29786_dirs_2012-01-30_793bf7bf-f144-4cce-bfab-8f206240048d.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: STEPHENS JOHN JOSEPH (Sr. Exec. VP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-26 Common Stock A 34140.27 Acquired 58384.2648 Indirect
2012-01-26 Common Stock F 9225.7316 $29.45 Disposed 49158.5332 Indirect
2012-01-26 Common Stock D 12457.5384 $29.45 Disposed 36700.9948 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-01-26 Restricted Stock Units (2012) $0 A 56367 Acquired Common Stock (56367) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 159830 Direct
Common Stock 1874.2278 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 12,457 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.