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: BLASE WILLIAM A JR (Sr. Exec. VP-Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	M	1551	—	Acquired	118343	Direct
2013-01-31	Common Stock	F	1551	$34.79	Disposed	116792	Direct
2013-01-31	Common Stock	A	72141.3	—	Acquired	107651.0659	Indirect
2013-01-31	Common Stock	F	30314.9442	$34.79	Disposed	77336.1217	Indirect
2013-01-31	Common Stock	D	41826.3558	$34.79	Disposed	35509.7659	Indirect
2013-01-31	Common Stock	A	1071.578	$34.79	Acquired	35509.7659	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Restricted Stock Units (2013)	$0	A	39882	Acquired		Common Stock (39882)	Direct
2013-01-31	Restricted Stock Units (2013)	$0	M	1551	Disposed		Common Stock (1551)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4120.524	Indirect
Common Stock	63228	Indirect

Footnotes

F1: Mandatory tax withholding on vesting of Restricted Stock Units upon becoming retirement eligible.

F2: Distribution of performance shares.

F3: Mandatory tax withholding on distribution of performance shares.

F4: Represents performance shares distributed in cash, after taxes.

F5: 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.

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