AT&T INC. — Director's Dealing 2015

Feb 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2015-01-29

Reporting Person: WATTS DONALD W (Sr. Exec. VP and Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-29	Common Stock	A	49787.9	—	Acquired	95174.1238	Indirect
2015-01-29	Common Stock	F	20887.4684	$32.96	Disposed	74286.6554	Indirect
2015-01-29	Common Stock	D	28900.4316	$32.96	Disposed	45386.2238	Indirect
2015-01-29	Common Stock	M	2301	—	Acquired	264861	Direct
2015-01-29	Common Stock	F	2301	$32.96	Disposed	262560	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-29	Restricted Stock Units (2015)	$	A	59163	Acquired		Common Stock (59163)	Direct
2015-01-29	Restricted Stock Units (2015)	$	M	2301	Disposed		Common Stock (2301)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9134.8712	Indirect

Footnotes

F1: Distribution of performance shares.

F2: Performance shares convert into common stock on a one-for-one basis.

F3: Mandatory tax withholding on distribution of performance shares.

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

F5: Restricted stock units convert into common stock on a one-for-one basis.

F6: Mandatory tax withholding on vesting of Restricted Stock Units due to retirement eligibility.

F7: Restricted stock units acquired pursuant to the 2011 Incentive Plan. Each unit will convert into one share of issuer's common stock. Units vest and distribute on 1/29/2019. Vesting (but not distribution) is accelerated on retirement eligibility.