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: Geisse Andrew M (CEO-AT&T Business Solutions)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	A	1065.324	$34.79	Acquired	48760.0623	Indirect
2013-01-31	Common Stock	A	19356.9	—	Acquired	68116.9623	Indirect
2013-01-31	Common Stock	F	5366.1618	$34.79	Disposed	62750.8005	Indirect
2013-01-31	Common Stock	D	13990.7382	$34.79	Disposed	48760.0623	Indirect
2013-01-31	Common Stock	M	1118	—	Acquired	37322	Direct
2013-01-31	Common Stock	F	1118	$34.79	Disposed	36204	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Restricted Stock Units (2013)	$0	A	28744	Acquired		Common Stock (28744)	Direct
2013-01-31	Restricted Stock Units (2013)	$0	M	1118	Disposed		Common Stock (1118)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2651.4646	Indirect
Common Stock	23982	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.