TERADYNE, INC — Director's Dealing 2013

May 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2013-05-21

Reporting Person: VALLEE ROY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-22	Common Stock	M	8225	$17.28	Acquired	63372	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-21	Restricted Stock Units	$0	A	7901	Acquired		Common Stock (7901)	Direct
2013-05-22	Restricted Stock Units	$0	M	8225	Disposed		Common Stock (8225)	Direct

Footnotes

F1: Each RSU represents the right to receive one share of Teradyne, Inc. common stock.

F2: These RSU's were issued under the Teradyne Inc. 2006 Equity and Cash Compensation Incentive Plan, are time-based, and will vest in full on May 21, 2014.

F3: Indicates conversion upon vesting of 100% of the time-based Restricted Stock Units (RSU's) granted on May 22, 2012 under the Teradyne, Inc. 2006 Equity & Cash Compensation Incentive Plan.