AT&T INC. — Director's Dealing 2013

Feb 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2013-01-31

Reporting Person: DE LA VEGA RAFAEL (Pres. & CEO, AT&T Mobility)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	A	1569.6433	$34.79	Acquired	58364.9674	Indirect
2013-01-31	Common Stock	A	86139.9	—	Acquired	144504.8674	Indirect
2013-01-31	Common Stock	F	41347.2101	$34.79	Disposed	103157.6573	Indirect
2013-01-31	Common Stock	D	44792.6899	$34.79	Disposed	58364.9674	Indirect
2013-01-31	Common Stock	M	2933	—	Acquired	326909	Direct
2013-01-31	Common Stock	F	2933	$34.79	Disposed	323976	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Restricted Stock Units (2013)	$0	A	67907	Acquired		Common Stock (67907)	Direct
2013-01-31	Restricted Stock Units (2013)	$0	M	2933	Disposed		Common Stock (2933)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1803.7354	Indirect

Footnotes

F1: Represents deferred stock units purchased by the reporting person with automatic payroll deductions and partial company matching contributions. Deferred stock units are settled only in stock on a 1-for-1 basis.

F2: Distribution of performance shares.

F3: Mandatory tax withholding on distribution of performance shares.

F4: Represents performance shares distributed in cash, after taxes.

F5: Mandatory tax withholding on vesting of Restricted Stock Units due to retirement eligibility.

F6: Restricted stock units acquired pursuant to 2011 Incentive Plan. Each unit will convert into one share of issuer's common stock. Units vest on 1/31/17. Vesting (but not distribution) is accelerated on retirement eligibility.