AT&T INC. — Director's Dealing 2013

Jan 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2013-01-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-28	Common Stock	M	38192.4569	—	Acquired	337698.4569	Direct
2013-01-28	Common Stock	F	13722.4569	$34.13	Disposed	323976	Direct
2013-01-29	Common Stock	M	77512	$16.42	Acquired	406952	Direct
2013-01-29	Common Stock	M	5464	$18.30	Acquired	329440	Direct
2013-01-29	Common Stock	S	82976	—	Disposed	323976	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-28	Restricted Stock Units	$	M	38192.4569	Disposed		Common Stock (38192.4569)	Direct
2013-01-29	Non-qualified Stock Option (Right to Buy)	$16.42	M	77512	Disposed	2013-03-03	Common Stock (77512)	Direct
2013-01-29	Non-qualified Stock Option (Right to Buy)	$18.30	M	5464	Disposed	2013-04-28	Common Stock (5464)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1803.7354	Indirect
Common Stock	56795.3241	Indirect

Footnotes

F1: Mandatory tax withholding on vesting of Restricted Stock Units.

F2: The price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.54 to $34.575. The reporting person undertakes to provide upon request by the SEC, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F3: Units vest 1/2 on 01/28/2013 and 1/2 on 01/28/2014.