TERADYNE, INC — Director's Dealing 2013

Jan 31, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TERADYNE, INC (TER)
CIK: 0000097210
Period of Report: 2013-01-29

Reporting Person: JAGIELA MARK E (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-29	Common Stock	M	13650	$16.28	Acquired	149668	Direct
2013-01-29	Common Stock	F	4450	$16.28	Disposed	145218	Direct
2013-01-29	Common Stock	M	9101	$16.28	Acquired	154319	Direct
2013-01-29	Common Stock	F	2967	$16.28	Disposed	151352	Direct
2013-01-30	Common Stock	M	20750	$16.21	Acquired	172102	Direct
2013-01-30	Common Stock	F	9243	$16.21	Disposed	162859	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-29	Restricted Stock Units	$0	M	13650	Disposed		Common Stock (13650)	Direct
2013-01-29	Restricted Stock Units	$0	M	9101	Disposed		Common Stock (9101)	Direct
2013-01-30	Restricted Stock Units	$0	M	20750	Disposed		Common Stock (20750)	Direct

Footnotes

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

F2: Indicates conversion upon vesting of 25% of the performance-based Restricted Stock Units (RSU's) granted on January 29, 2010. The remaining portion of the performance-based RSUs will vest on January 29, 2014.

F3: Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on January 29, 2010. The remaining portion of the time-based RSUs will evest on January 29, 2014.

F4: Indicates conversion upon vesting of the final portion of the time-based Restricted Stock Units (RSU's) granted on January 30, 2009.