TERADYNE, INC — Director's Dealing 2013

May 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2013-05-01

Reporting Person: Gray Charles Jeffrey (VP,General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-01	Common Stock	M	8125	$16.11	Acquired	51328	Direct
2013-05-01	Common Stock	F	2601	$16.11	Disposed	48727	Direct
2013-05-02	Common Stock	S	5524	$16.06	Disposed	43203	Direct
2013-05-02	Common Stock	M	20313	$6.29	Acquired	63516	Direct
2013-05-02	Common Stock	S	20313	$16.06	Disposed	43203	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-01	Restricted Stock Units	$0	M	8125	Disposed		Common Stock (8125)	Direct
2013-05-02	Non-qualified Stock Option (Right to Buy)	$6.29	M	20313	Disposed	2016-05-01	Common Stock (20313)	Direct

Footnotes

F1: Shares/units withheld but not issued to satisfy certain tax withholding obligations.

F2: Indicates conversion upon vesting of the final 25% of the time-based Restricted Stock Units (RSU's) granted on May 1, 2009.

F3: This option is granted under Teradyne's 2006 Equity and Cash Compensation Incentive Plan and is exercisable at the rate of 25% per year, commencing on the date of the first anniversary of the grant, May 1, 2010.