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: STEPHENS JOHN JOSEPH (Sr. Exec. VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-28	Common Stock	A	45018.82	—	Acquired	221106.82	Direct
2016-01-28	Common Stock	F	18898.1064	$35.53	Disposed	202208.7136	Direct
2016-01-28	Common Stock	D	26120.7136	$35.53	Disposed	176088	Direct
2016-01-28	Common Stock	M	2819	—	Acquired	178907	Direct
2016-01-28	Common Stock	F	2819	$35.53	Disposed	176088	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-28	Restricted Stock Units (2016)	$	A	72474	Acquired		Common Stock (72474)	Direct
2016-01-28	Restricted Stock Units (2016)	$	M	2819	Disposed		Common Stock (2819)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3933.329	Indirect
Common Stock	65952.5004	Indirect
Common Stock	163302	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.