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AT&T INC. Director's Dealing 2012

Jan 30, 2012

29786_dirs_2012-01-30_8e565f25-e30f-446c-89b3-fe728f2e7047.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: CICCONI JAMES W (SrEVP-Ext & Legis Affairs)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-01-26 Common Stock A 126264.96 Acquired 88299.96 Indirect
2012-01-26 Common Stock F 50333.691 $29.45 Disposed 37966.269 Indirect
2012-01-26 Common Stock D 37966.269 $29.45 Disposed 0 Indirect
2012-01-26 Common Stock M 1443 Acquired 221367 Direct
2012-01-26 Common Stock F 1443 $29.45 Disposed 219924 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-01-26 Restricted Stock Units (2012) $0 A 58998 Acquired Common Stock (58998) Direct
2012-01-26 Restricted Stock Units (2012) $0 M 1443 Disposed Common Stock (1443) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 8225.5955 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 37,965 shares from indirect to direct 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.