AT&T INC. — Director's Dealing 2012

Dec 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-12-19

Reporting Person: STANKEY JOHN T (Group Pres. & Chief Strat Ofcr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-19	Common Stock	M	1899	—	Acquired	155097	Direct
2012-12-19	Common Stock	M	1724	—	Acquired	156821	Direct
2012-12-19	Common Stock	M	1694	—	Acquired	158515	Direct
2012-12-19	Common Stock	F	5317	$33.91	Disposed	153198	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-19	Restricted Stock Units	$0	M	1899	Disposed		Common Stock (1899)	Direct
2012-12-19	Restricted Stock Units	$0	M	1724	Disposed		Common Stock (1724)	Direct
2012-12-19	Restricted Stock Units (2012)	$0	M	1694	Disposed		Common Stock (1694)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	49299.8461	Indirect
Common Stock	3821.0398	Indirect
Common Stock	120818	Indirect
Common Stock	120000	Indirect

Footnotes

F1: Mandatory tax withholding on vesting of Restricted Stock Units upon retirement eligibility.

F2: Units vest 1/2 on 01/28/2013 and 1/2 on 01/28/2014. Vesting (but not distribution) is accelerated on retirement eligibility.

F3: Units vest on 01/27/2015. Vesting (but not distribution) is accelerated on retirement eligibility

F4: Units vest on 01/26/2016. Vesting (but not distribution) is accelerated on retirement eligibility.