AT&T INC. — Director's Dealing 2012

Feb 8, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2012-01-31

Reporting Person: Donovan John (Sr Ex VP - AT&T Tech & Net Ops)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	88120	Direct
Common Stock	1816.6235	Indirect
Common Stock	7140.0197	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy) - SPDP	$24.63	2019-06-15	Common Stock (908)		Direct
Employee Stock Option (Right to Buy) - SPDP	$25.32	2020-02-16	Common Stock (1283)		Direct
Employee Stock Option (Right to Buy) - SPDP	$25.54	2020-06-15	Common Stock (914)		Direct
Employee Stock Option (Right to Buy) - SPDP	$28.24	2021-02-15	Common Stock (1301)		Direct
Restricted Stock Units	$0		Common Stock (25329)		Direct
Restricted Stock Units	$0		Common Stock (25940)		Direct
Restricted Stock Units (2012)	$0		Common Stock (26740)		Direct

Footnotes

F1: Units vest on 01/27/2015. Vesting (but not distribution) is accelerated on 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 1/26/2016. Vesting (but not distribution) is accelerated on retirement eligibility.