AT&T INC. — Director's Dealing 2016

Jan 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2016-01-26

Reporting Person: Donovan John (Sr Ex VP - AT&T Tech and Ops)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-26	Common Stock	M	3672	—	Acquired	162970	Direct
2016-01-26	Common Stock	F	1087	$35.40	Disposed	161883	Direct
2016-01-26	Common Stock	M	25700	—	Acquired	187583	Direct
2016-01-26	Common Stock	F	6425	$35.40	Disposed	181158	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-26	Restricted Stock Units (2012)	$	M	3672	Disposed		Common Stock (3672)	Direct
2016-01-26	Restricted Stock Units (2012)	$	M	25700	Disposed		Common Stock (25700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3723.6856	Indirect
Common Stock	9489.9405	Indirect
Common Stock	54118	Indirect

Footnotes

F1: 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 1/26/2016. Vesting (but not distribution) is accelerated on retirement eligibility.

F2: Mandatory tax withholding on distribution of Restricted Stock Units.