AT&T INC. — Director's Dealing 2016

Feb 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2016-01-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-28	Common Stock	A	160865.14	—	Acquired	574539.14	Direct
2016-01-28	Common Stock	F	67482.9262	$35.53	Disposed	507056.2138	Direct
2016-01-28	Common Stock	D	93382.2138	$35.53	Disposed	413674	Direct
2016-01-28	Common Stock	M	8486	—	Acquired	422160	Direct
2016-01-28	Common Stock	F	8486	$35.53	Disposed	413674	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-28	Restricted Stock Units (2016)	$	A	218126	Acquired		Common Stock (218126)	Direct
2016-01-28	Restricted Stock Units (2016)	$	M	8486	Disposed		Common Stock (8486)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Distribution of performance shares.

F2: Each performance share is equivalent in value to a share of common stock.

F3: Mandatory tax withholding on distribution of performance shares.

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

F5: 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 1/28/2020. Vesting (but not distribution) is accelerated on retirement eligibility.

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