AT&T INC. — Director's Dealing 2018

Feb 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AT&T INC. (T)
CIK: 0000732717
Period of Report: 2018-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-01	Common Stock	M	4357	—	Acquired	805781	Direct
2018-02-01	Common Stock	F	4357	$39.16	Disposed	801424	Direct
2018-02-01	Common Stock	A	230468.68	—	Acquired	611123.736	Indirect
2018-02-01	Common Stock	F	90689.4256	$39.16	Disposed	520434.3104	Indirect
2018-02-01	Common Stock	D	139779.2544	$39.16	Disposed	380655.056	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-01	Restricted Stock Units (2018)	$	A	116828	Acquired		Common Stock (116828)	Direct
2018-02-01	Restricted Stock Units (2018)	$	M	4357	Disposed		Common Stock (4357)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5655.5272	Indirect
Common Stock	856128	Indirect

Footnotes

F1: Restricted stock units acquired pursuant to the 2016 Incentive Plan. Each unit will convert into one share of issuer's common stock. Units vest and distribute on 1/27/2022. Vesting (but not distribution) is accelerated on retirement eligibility.

F2: Mandatory tax withholding on vesting of Restricted Stock Units due to retirement eligibility.

F3: Distribution of performance shares.

F4: Each performance share is equivalent in value to a share of common stock.

F5: Mandatory tax withholding on distribution of performance shares.

F6: Represents performance shares distributed in cash, after taxes.