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AT&T INC. Director's Dealing 2013

Feb 4, 2013

29786_dirs_2013-02-04_ec6a44db-910e-4720-86c6-f39bfd9fc66c.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: 2013-01-31

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-01-31 Common Stock A 626.2537 $34.79 Acquired 7442.6278 Indirect
2013-01-31 Common Stock A 29312.2 Acquired 36754.8278 Indirect
2013-01-31 Common Stock F 12279.2771 $34.79 Disposed 24475.5507 Indirect
2013-01-31 Common Stock D 17032.9229 $34.79 Disposed 7442.6278 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-01-31 Restricted Stock Units (2013) $0 A 35930 Acquired Common Stock (35930) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2210.5258 Indirect
Common Stock 47737 Direct
Common Stock 54118 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: 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.