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: COUGHLIN CATHERINE M (Sr.EVP & Global Mktg. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	A	628.005	$34.79	Acquired	40651.7824	Indirect
2013-01-31	Common Stock	A	45223.2	—	Acquired	85874.9824	Indirect
2013-01-31	Common Stock	F	12435.1897	$34.79	Disposed	73439.7927	Indirect
2013-01-31	Common Stock	D	32788.0103	$34.79	Disposed	40651.7824	Indirect
2013-01-31	Common Stock	M	1425	—	Acquired	16498.6307	Direct
2013-01-31	Common Stock	F	1425	$34.79	Disposed	15073.6307	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Restricted Stock Units (2013)	$0	A	36648	Acquired		Common Stock (36648)	Direct
2013-01-31	Restricted Stock Units (2013)	$0	M	1425	Disposed		Common Stock (1425)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2362.8678	Indirect
Common Stock	88391	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.