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: STEPHENSON RANDALL L (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	F	7632	$34.79	Disposed	69020	Direct
2013-01-31	Common Stock	A	3650.9467	$34.79	Acquired	178443.016	Indirect
2013-01-31	Common Stock	A	274568.8	—	Acquired	453011.816	Indirect
2013-01-31	Common Stock	F	115181.6117	$34.79	Disposed	337830.2043	Indirect
2013-01-31	Common Stock	D	159387.1883	$34.79	Disposed	178443.016	Indirect
2013-01-31	Common Stock	M	7632	—	Acquired	76652	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Restricted Stock Units (2013)	$0	A	196177	Acquired		Common Stock (196177)	Direct
2013-01-31	Restricted Stock Units (2013)	$0	M	7632	Disposed		Common Stock (7632)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2983.0051	Indirect
Common Stock	856128	Indirect

Footnotes

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

F2: 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.

F3: Distribution of performance shares.

F4: Mandatory tax withholding on distribution of performance shares.

F5: Represents performance shares distributed in cash, after taxes.

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.