AT&T INC. — Director's Dealing 2015

Jan 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2014-12-31

Reporting Person: ANDERSON REUBEN V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-31	Common Stock	D	2899.8292	$34.6408	Disposed	31504	Direct
2014-12-31	Common Stock	M	2899.8292	—	Acquired	34403.8292	Direct
2015-01-02	Common Stock	M	271.4132	—	Acquired	31775.4132	Direct
2015-01-02	Common Stock	D	271.4132	$33.83	Disposed	31504	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-31	Phantom Deferral Shares	$	M	2899.8292	Disposed		Common Stock (2899.8292)	Indirect
2015-01-02	Phantom Deferral Shares	$	M	271.4132	Disposed		Common Stock (271.4132)	Indirect

Footnotes

F1: Pursuant to the terms of the BellSouth Corporation Directors Compensation Deferral Plan, the price of these phantom deferral units was calculated based on the average of the high and low sales prices of AT&T common stock on the NYSE on the last trading day of each of the three calendar months preceding the distribution date.

F2: Pursuant to the terms of the BellSouth Non-Qualified Deferred Compensation Plan for Non-Employee Directors and Certain Executives, the price of these phantom deferral shares was calculated based on the average high and low sales prices of AT&T common stock on the NYSE on Jan. 2, 2015.

F3: Acquired pursuant to various BellSouth Corporation director deferral plans. Each unit is converted into the equivalent value in cash of one share of AT&T common stock and distributed at the election of the reporting person.