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AT&T INC. Director's Dealing 2012

Jan 30, 2012

29786_dirs_2012-01-30_d485e757-b90b-4c94-be6b-c77dd807fd7f.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: MILLER FORREST E (Grp.Pres.-Corp. Strat. & Dev.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-26 Common Stock A 126264.96 Acquired 142893.1849 Indirect
2012-01-26 Common Stock D 41626.5582 $29.45 Disposed 101266.6267 Indirect
2012-01-26 Common Stock F 43013.4018 $29.45 Disposed 58253.2249 Indirect
2012-01-27 Common Stock S 66279 $29.4201 Disposed 104140 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 164815 Direct
Common Stock 1773.8407 Indirect
Common Stock 85 Indirect

Footnotes

F1: Total performance shares distributed.

F2: Represents portion of the performance shares distributed in cash, after taxes.

F3: Mandatory tax withholding on distribution of performance shares.

F4: Reflects transfer of 41,625 shares indirectly held in benefit plan to direct ownership.

F5: The price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.29 to $29.52. The reporting person undertakes to provide upon request by the SEC, the issuer, or a security holder of the issuer, full information regarding the numer of shares sold at each separate price.