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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-29	Common Stock	A	34634.95	—	Acquired	78891.9729	Indirect
2015-01-29	Common Stock	F	14605.9982	$32.96	Disposed	64285.9747	Indirect
2015-01-29	Common Stock	D	20028.9518	$32.96	Disposed	44257.0229	Indirect
2015-01-29	Common Stock	M	1696	—	Acquired	1697.797	Direct
2015-01-29	Common Stock	F	1696	$32.96	Disposed	1.797	Direct
2015-01-29	Common Stock	G	10000	—	Disposed	114535	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-29	Restricted Stock Units (2015)	$	A	43614	Acquired		Common Stock (43614)	Direct
2015-01-29	Restricted Stock Units (2015)	$	M	1696	Disposed		Common Stock (1696)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3361.189	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: Reflects transfer of 28,059 shares owned directly to indirect ownership by trust.

F8: 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.