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AT&T INC. Director's Dealing 2012

Jan 30, 2012

29786_dirs_2012-01-30_29912595-fdd7-4aee-8134-d1f9e7276852.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: DE LA VEGA RAFAEL (Pres. & CEO-AT&T Mobility)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-26 Common Stock A 126264.96 Acquired 128924.2052 Indirect
2012-01-26 Common Stock F 51048.2322 $29.45 Disposed 77875.973 Indirect
2012-01-26 Common Stock D 37608.7278 $29.45 Disposed 40267.2452 Indirect
2012-01-26 Common Stock M 1867 Acquired 387538 Direct
2012-01-26 Common Stock F 1867 $29.45 Disposed 385671 Direct

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
2012-01-26 Restricted Stock Units (2012) $0 M 1867 Disposed Common Stock (1867) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1469.3157 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 37,608 shares indirectly held in benefit plan to direct ownership.

F5: Mandatory tax withholding on vesting of Restricted Stock Units.

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.