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: CICCONI JAMES W (SrEVP-Ext & Legis Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	M	2209	—	Acquired	226720	Direct
2013-01-31	Common Stock	F	2209	$34.79	Disposed	224511	Direct
2013-01-31	Common Stock	A	73218.2	—	Acquired	73218.2	Indirect
2013-01-31	Common Stock	F	34962.4059	$34.79	Disposed	38255.7941	Indirect
2013-01-31	Common Stock	D	38255.7941	$34.79	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Restricted Stock Units (2013)	$0	A	51380	Acquired		Common Stock (51380)	Direct
2013-01-31	Restricted Stock Units (2013)	$0	M	2209	Disposed		Common Stock (2209)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9058.3526	Indirect

Footnotes

F1: Mandatory tax withholding on vesting of Restricted Stock Units due to retirement eligibility.

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 1/31/2017. Vesting (but not distribution) is accelerated on retirement eligibility.