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AT&T INC. Director's Dealing 2012

Jan 30, 2012

29786_dirs_2012-01-30_62df4fd1-c96f-4ed0-9148-570406989b17.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: WATTS DONALD W (Sr. Exec. VP and Gen. Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-26 Common Stock A 97127.04 Acquired 124030.415 Indirect
2012-01-26 Common Stock F 32399.093 $29.45 Disposed 91631.322 Indirect
2012-01-26 Common Stock D 32364.947 $29.45 Disposed 26903.375 Indirect
2012-01-26 Common Stock M 1306 Acquired 107500 Direct
2012-01-26 Common Stock F 1306 $29.45 Disposed 106194 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-01-26 Restricted Stock Units (2012) $0 A 58574 Acquired Common Stock (58574) Direct
2012-01-26 Restricted Stock Units (2012) $0 M 1306 Disposed Common Stock (1306) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6384.0611 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: Mandatory tax withholding on vesting of Restricted Stock Units.

F5: Reflects transfer of 32,363 shares owned indirectly in benefit plan to direct ownership due to distribution of performance shares.

F6: Restricted stock units acquired pursuant to 2011 Incentive Plan. Each unit will convert into one share of Issuer's common stock. Units vested on 1/26/2012 and will distribute on 1/26/2016.