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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-26	Common Stock	M	211641	—	Acquired	493369	Direct
2016-01-26	Common Stock	F	79695	$35.40	Disposed	413674	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-26	Restricted Stock Units (2012)	$	M	211641	Disposed		Common Stock (211641)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4580.9071	Indirect
Common Stock	195873.0307	Indirect
Common Stock	856128	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.